Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed: (i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise; (ii) sublease the Premises or any part of the Premises; or (iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning). (b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless: (i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease; (ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws; (iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease; (iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go); (v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease; (vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates; (A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material; (viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease; (ix) the assignment or sublease is not prohibited by Landlord’s lender; (x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems; (xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and (xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like. (c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 2 contracts
Sources: Lease Agreement (Vivint Solar, Inc.), Lease Agreement (Vivint Solar, Inc.)
Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor ------------ the term and estate hereby granted, nor any interest herein or therein, will be assigned (including, without limitation, by operation of law), mortgaged, pledged, encumbered or otherwise transferred, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant’s interest in this Lease, or used or occupied or permitted to be used or occupied by anyone other than Tenant or for any use or purpose except as may be permitted by (S)7.1, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, directly without, in each instance, Tenant having first received the express written consent of Landlord. Landlord agrees that it will not withhold or indirectlydelay consent to subletting by a third party if, voluntarily or involuntarilyin Landlord's reasonable discretion, by operation Landlord is reasonably satisfied that (i) the identity of law or otherwise;
such third party is of a type and character suitable for a suburban warehouse/office building, and (ii) sublease the type of business that such third party proposes to operate in the Premises is permitted under applicable zoning regulations. If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the Fixed Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, the acceptance of the Premisesassignee, subtenant or occupant as a tenant or a release of Tenant from the further performance by Tenant of its obligations hereunder. The consent by Landlord to an assignment or subletting shall in no way be construed to relieve Tenant or any successor from obtaining the express consent in writing of Landlord to any further assignment or subletting. Notwithstanding anything to the contrary in the foregoing, no consent of Landlord shall be required for (i) any sublease or occupancy agreement with an entity controlled by, under common control with or controlling Tenant; or
(ii) a pledge or assignment of Tenant's interest in this Lease pursuant to a leasehold mortgage; or (iii) permit the use and occupancy an assignment of the Premises Lease to any successor of Tenant by merger, consolidation or any part acquisition of all or substantially all the Premises by any persons other than stock or assets of Tenant; provided that (A) employees Tenant shall deliver to Landlord at least 30 days' advance notice of Tenant, any such sublease or occupancy agreement or such leasehold mortgage; (B) employees Tenant shall provide Landlord with complete copies of Tenant’s affiliates, or any leasehold mortgage promptly after the execution of any such mortgage; (C) persons occupying in the case of a portion merger, consolidation or sale, the net worth of the Premises for the purpose of transacting business Tenant's successor (determined in accordance with Tenant. Consent generally accepted accounting principles) immediately after such merger, consolidation or sale is equal to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, greater than $60,000,000; and (D) a copy Tenant shall remain liable for the performance of Tenant's obligations hereunder during the balance of the proposed assignment Term. In any case where Landlord shall consent to such assignment, subletting or sublease;
(ii) the natureuse, character and reputation of the proposed assignee or subtenant and its businessTenant shall remain fully liable for Tenant's obligations under this Lease, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) obligation to pay the rent and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant other amounts provided under this Lease. At Landlord's election, it shall be a condition of the Building or validity of any other building within such assignment, that, upon Landlord's request, the Project or a person who actively dealt assignee shall agree directly with Landlord or any affiliate Landlord, in form reasonably satisfactory to Landlord, to be bound by all the obligations of Landlord or any employeeTenant, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excludingincluding, without morelimitation, the mere delivery of advertising, leasing or property information relating obligation to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of pay rent and other amounts provided under this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the likecovenant against further assignment, subletting and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likeuse.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 2 contracts
Sources: Lease (New England Business Service Inc), Lease (New England Business Service Inc)
Prohibition. (ai) Except Save as expressly provided set out in Paragraph 10.2the other provisions of this Clause, Tenant shall not do any the rights of the following without the prior consent of Landlord, which consent parties shall be deemed to be personal rights and shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation assignable. No attempted assignment shall relieve the assignor of law or otherwise;any of his/its obligations without the written consent of the other parties hereto.
(ii) sublease the Premises or The Purchaser shall be entitled to assign its rights under this Agreement to any part company that is as of the Premisesdate hereof a member of the Purchaser’s Group (each a “Permitted Assignee”) provided that the Purchaser shall procure that any such company to whom it assigns any of its rights under this Agreement shall assign such rights back to the Purchaser immediately prior to its ceasing to be a member of the Purchaser’s Group. Any assignment made pursuant to this Clause 6.2(a)(ii) shall be subject to the following terms:
A. no such assignment shall relieve the Purchaser of any of its obligations under this Agreement; orand
B. any such assignment is made on terms that the Permitted Assignee acknowledges that the Vendors/the Vendors’ Representative may continue to deal exclusively with the Purchaser in respect of all matters relating to this Agreement at all times unless and until the Permitted Assignee notifies the Vendors’ Representative in writing that it is exercising its rights as a Permitted Assignee.
(iii) permit The Vendors agree that the use benefit of any provision of this Agreement, and occupancy the Tax Covenant may be enforced by any bank or financial institution who has taken any security for the purposes of financing the acquisition by the Purchaser of the Premises Shares pursuant to this Agreement provided that:
I. the identity of such bank or any part financial institution has previously been notified to and is reasonably acceptable to the Vendors’ Representative;
II. the liability of the Premises by Vendors to such bank or financial institution shall in any persons other event be no greater than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion the liability of the Premises for Vendors to the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or Purchaser under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, Agreement had such security not been granted;
III. any such security shall be void ab initio (from not affect or diminish the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address rights of the proposed assignee Vendors or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character obligations of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with Purchaser under this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by LandlordAgreement; and
IV. nothing herein shall entitle any liquidator or receiver or examiner (xiior other person appointed to enforce such security) the proposed assignee to enter into any other assignment or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term transfer of any assignment of the rights assigned hereunder to the aforesaid bank or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidentialfinancial institution.
Appears in 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Stericycle Inc)
Prohibition. Lessee shall not, without Lessor’s prior written consent, which may be withheld in Lessor’s sole and absolute discretion (a) Except except as expressly provided in Paragraph 10.2this Lease, Tenant shall not do any either directly or indirectly or through one or more step transactions or tiered transactions, voluntarily or by operation of the following without the prior consent of Landlordlaw, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transferconvey, sell, pledge, mortgage, hypothecate or otherwise encumber, pledge transfer or hypothecate dispose of all or any part of this Lease or TenantLessee’s interest leasehold estate hereunder, (ii) enter into or consummate any Commercial Occupancy Arrangement with respect to all or any part of the Leased Property and/or any Capital Additions of any Facility if the same constitutes a Material Sublease (notwithstanding the foregoing, Lessor acknowledges and agrees that it shall not unreasonably withhold its consent to a Material Sublease), (iii) engage the services of any Person for the management or operation of all or any part of the Leased Property and/or any Capital Additions of such Facility, (iv) convey, sell, assign, transfer or dispose of any stock or partnership, membership or other interests (whether equity or otherwise) in this LeaseLessee (which shall include any conveyance, sale, assignment, transfer or disposition of any stock or partnership, membership or other interests (whether equity or otherwise) in whole any Controlling Person(s)), if such conveyance, sale, assignment, transfer or in partdisposition results, directly or indirectly, voluntarily in a change in control of Lessee (or involuntarilyin any Controlling Person(s)), by operation (v) dissolve, merge, reorganize, recapitalize, exchange shares or consolidate Lessee (which shall include any dissolution, merger, reorganization, recapitalization, exchange of law shares or otherwise;
consolidation of any Controlling Person) with any other Person, if such dissolution, merger, reorganization, recapitalization, exchange of shares or consolidation, directly or indirectly, results in a change in control of Lessee or in any Controlling Person(s), (iivi) sublease the Premises sell, convey, assign, or any part otherwise transfer all or substantially all of the Premises; or
assets of Lessee (iii) permit the use and occupancy which shall include any sale, conveyance, assignment, or other transfer of all or substantially all of the Premises assets of any Controlling Person(s)), (vii) sell, convey, assign, or otherwise transfer any part of the Premises by assets of Lessee (which shall include any persons sale, conveyance, assignment, or other than transfer of any of the assets of any Controlling Person) if the Consolidated Net Worth of Lessee (Aor such Controlling Person, as the case may be) employees immediately following such transaction is not at least equal to seventy-five percent (75%) of Tenant, the Consolidated Net Worth of Lessee (Bor such Controlling Person) employees of Tenant’s affiliatesimmediately prior to such transaction, or (Cviii) persons occupying a portion enter into or permit to be entered into any agreement or arrangement to do any of the Premises for the purpose of transacting business with Tenant. Consent foregoing or to grant any option or other right to any assignment or sublease shall not operate as a waiver Person to do any of the necessity for consent foregoing (each of the aforesaid acts referred to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
clauses (i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden being referred to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such herein as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like“Transfer”).
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 2 contracts
Sources: Master Lease and Security Agreement (Hcp, Inc.), Master Lease and Security Agreement (Hcp, Inc.)
Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or Tenant’s interest in this Leasetherein, in whole will be assigned, mortgaged, pledged, encumbered or in partotherwise transferred, directly or indirectlywhether voluntarily, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease , and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any part person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). L▇▇▇▇▇▇▇’s consent shall be granted or withheld as provided below. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises; or
, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6. A Transfer under this Article 6 shall also include a sale or other transfer (iiiby one or more transfers) permit the use and occupancy of any of the Premises following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any part other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the Premises by any persons other than (A) employees assets of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any as if such transfer were an assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be void ab initio (from the beginning)deemed a Transfer under this Article 6.
(b) Without limiting Notwithstanding the other instances foregoing, Section 6.4 and Section 6.5 shall not apply to transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant; provided and only on condition that in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unlessany such event:
(i) Tenant provides the successor to Landlord T▇▇▇▇▇ has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (A1) the name and address Tangible Net Worth of the proposed assignee Tenant immediately prior to such merger, consolidation or subtenanttransfer, or (B2) the terms and conditions Tangible Net Worth of (including all consideration for) Tenant herein named on the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character date of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;this Lease,
(ii) the nature, character and reputation proof satisfactory to Landlord of the proposed assignee or subtenant Tangible Net Worth of both the transferee and Tenant shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction,
(iii) the transfer is for a valid business purpose of Tenant and is not a subterfuge for the provisions of this Article 6, and
(iv) the transferee agrees directly with Landlord, by written instrument in form satisfactory to Landlord in its businessreasonable discretion, activities and intended use to be bound by all the obligations of the Premises are suitable to and in keeping with the standards of the BuildingTenant hereunder, and in compliance with this Lease (including, without limitation, the Permitted Use) covenant against further assignment and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likesubletting.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 2 contracts
Sources: Lease Agreement (Bioventrix, Inc.), Lease Agreement (Bioventrix, Inc.)
Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or Tenant’s interest in this Leasetherein, in whole will be assigned, mortgaged, pledged, encumbered or in partotherwise transferred, directly or indirectlywhether voluntarily, voluntarily or involuntarily, by operation of law or otherwise;, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Article.
(b) The provisions of paragraph (a) shall not apply to either (x) transactions with an entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets are transferred, or (y) transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant; provided that in any such event:
(i) the successor to Tenant has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the net worth of Tenant herein named on the date of this Lease,
(ii) sublease proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the Premises effective date of any such transaction (or any part as soon thereafter as possible if disclosure of the Premises; orsuch transaction would not be permitted under applicable law), and
(iii) permit the use assignee or surviving entity agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord in its reasonable discretion, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and occupancy of subletting.
(c) In the event Landlord does not exercise its options pursuant to Section 6.4 below to recapture the Premises or terminate this Lease in whole or in part, and providing that Tenant is not in default of any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliatesobligations under this Lease beyond applicable notice and cure periods, or (C) persons occupying Landlord’s consent to a portion of the Premises for the purpose of transacting business with Tenant. Consent to any proposed assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment be unreasonably withheld, conditioned, or sublease and the terms of such consent delayed. Without limitation, it shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unlessif the following conditions are not satisfied:
(i) The proposed use is limited to the Permitted Uses;
(ii) The proposed assignee or subtenant is a reputable person or entity with sufficient financial worth considering the responsibility involved, based on evidence provided by Tenant provides (and others) to Landlord, as determined by Landlord in its reasonable discretion;
(iii) Neither (A) the name and address of proposed assignee or sublessee, nor (B) any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment sublessee or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of person or entity who controls the proposed assignee or subtenant sublessee, is then an occupant of any part of iPark, provided that Landlord has space available for lease in iPark, comparable in terms of size and its business, business history, activities and intended use of finish as the Premises, and (D) a copy of at the time Tenant requests Landlord’s consent to the proposed assignment or sublease;
(iiiv) the nature, character and reputation of the The proposed assignee or subtenant sublessee is not a person or entity with whom Landlord is then negotiating to lease space at the Property; comparable in terms of size and its business, activities and intended use of finish as the Premises are suitable to and in keeping with (or the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease applicable portion of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and gosublet);
(v) The proposed sublease or assignment shall be in form reasonably satisfactory to Landlord and shall comply with the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its leaseapplicable provisions of this Article 6;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, The amount of the aggregate rent to be paid by the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
less than ninety percent (viii90%) the use of the then current market rent per rentable square foot for the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or as determined by Landlord in the Premisesits reasonable discretion (Tenant shall request, or result in a materially greater burden written notice to Landlord, that Landlord determine the Common Areas or require increased services by amount of such rent, and Landlord shall notify Tenant within five (5) Business Days of Landlord’s receipt of such notice from Tenant of Landlord’s reasonable determination of such rent); and
(xiivii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent andhave (i) advertised or publicized in any way the availability of the Premises without prior notice to Landlord, furtheror (ii) listed the Premises for subletting, shall require any such assignee whether through a broker, agent, representative, or subtenant, otherwise at a rental rate less than that referred to in writing, to keep the amount of such rent confidentialsubparagraph (c)(vi) above.
Appears in 2 contracts
Sources: Lease Agreement (Repligen Corp), Lease Agreement (Repligen Corp)
Prohibition. (a) Except as expressly provided Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in Paragraph 10.2any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant shall not do or any person acting on behalf of the following without Tenant, without, in each case, the prior written consent of Landlord, Landlord which consent shall not be unreasonably withheld, conditioned or delayed:
. Without limiting the foregoing, any agreement pursuant to which: (ix) assignTenant is relieved from the obligation to pay, transferor a third party agrees to pay on Tenant’s behalf, mortgage, encumber, pledge all or hypothecate any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or Tenant’s interest in this Lease, in whole sublet or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease the Premises attempt to sublet all or any part portion of the Premises; or
, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (iiia) permit the use and occupancy shall apply to a transfer (by one or more transfers) of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a controlling portion of or interest in the Premises for the purpose stock or partnership or membership interests or other evidences of transacting business with Tenant. Consent to any equity interests of Tenant as if such transfer were an assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be void ab initio (from deemed an assignment within the beginning)meaning of this Article.
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph The provisions of paragraph (a) unless:
shall not apply to either (x) transactions with an entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets are transferred, or (y) transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant; provided that in any such event: (i) the successor to Tenant provides has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the net worth of Tenant herein named on the date of this Lease, (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (A10) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect days prior to the nature and character effective date of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premisesany such transaction, and (D) a copy of the proposed assignment or sublease;
(iiiii) the natureassignee agrees directly with Landlord, character and reputation by written instrument in form satisfactory to Landlord in its reasonable discretion, to be bound by all the obligations of the proposed assignee or subtenant and its businessTenant hereunder, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) covenant against further assignment and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant subletting. Each of the Building or of any other building within transfers defined in this Section 6.1(b) shall be referred to as a “Permitted Transfer” and the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises transferee pursuant to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able Permitted Transfer shall be referred to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like“Permitted Transferee”.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 2 contracts
Sources: Lease (Enova International, Inc.), Lease Agreement (Enova International, Inc.)
Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or Tenant’s interest in this Leasetherein, in whole will be assigned, mortgaged, pledged, encumbered or in partotherwise transferred, directly or indirectlywhether voluntarily, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease , and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any part portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises; or
, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6. A Transfer under this Article 6 shall also include a sale or other transfer (iiiby one or more transfers) permit the use and occupancy of any of the Premises following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any part other mechanism such as the issuance of additional stock or the Premises by any persons other creation of additional partnership or membership interests) which results in a change of greater than fifty percent (A50%) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding byownership interest of Tenant (a “Change of Control”), through or under Tenant. At Landlord’s option, any as if such transfer were an assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be void ab initio (from the beginning)deemed a Change of Control under this Article 6.
(b) Without limiting Notwithstanding the other instances foregoing, Landlord’s consent shall not be required, and Section 6.4 shall not apply to either (x) transactions with an entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets are transferred, (y) transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant, or (z) a Change of Control (each, a “Permitted Transfer”); provided and only on condition that in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unlessany such event:
(i) the successor to Tenant provides pursuant to Landlord subparts (Ax) and (z) above has a net worth, computed in accordance with generally accepted accounting principles consistently applied, which is not materially less than the name and address Tangible Net Worth of the proposed assignee Tenant immediately prior to such merger, consolidation or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premisestransfer, and the successor to Tenant pursuant to subpart (Dy) above has a copy of the proposed assignment or sublease;net worth, computed in accordance with generally accepted accounting principles consistently applied, sufficient to satisfy Tenant’s remaining obligations under this Lease, as reasonably determined by Landlord,
(ii) the nature, character and reputation proof satisfactory to Landlord of the proposed assignee or subtenant Tangible Net Worth of both the transferee and Tenant shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction,
(iii) the transfer is for a valid business purpose of Tenant and is not a subterfuge for the provisions of this Article 6, and
(iv) the transferee agrees directly with Landlord, by written instrument in form satisfactory to Landlord in its businessreasonable discretion, activities and intended use to be bound by all the obligations of the Premises are suitable to and in keeping with the standards of the BuildingTenant hereunder, and in compliance with this Lease (including, without limitation, the Permitted Use) covenant against further assignment and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likesubletting.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 2 contracts
Sources: Lease Agreement (Arcellx, Inc.), Lease Agreement (Arcellx, Inc.)
Prohibition. (a) Except as expressly provided in Paragraph 10.2hereinafter provided, Tenant shall not do any of the following without the prior consent of Landlordcovenants and agrees that whether voluntarily, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease , neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises or nor any part thereof will be encumbered in any manner by reason of any act or omission on the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of or used or occupied or permitted to be used or occupied, by anyone other than Tenant’s affiliates, or for any use or purpose other than a Permitted Use, or be sublet (C) persons occupying a portion which term, without limitation, shall include granting of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease concessions, licenses and the terms of such consent shall be binding on any person holding by, through like) in whole or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning)in part.
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph The provisions of paragraph (a) unless:
of this Section shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease; but such provisions shall not apply to transactions with: (i) an entity into or with which Tenant provides is merged or consolidated, or (ii) an entity which is controlled by Tenant (if other than an individual person); provided that in any of such events the successor to Tenant has a net worth reasonably acceptable to Landlord (A) and that the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably successor may be required by Landlord with respect to increase the nature and character amount of the proposed assignee Security Deposit or subtenant deliver a personal guaranty (from an individual person having a financial standing reasonably acceptable to Landlord) in form and its businesssubstance reasonably acceptable to Landlord, business historyguaranteeing full performance of all obligations under this Lease. Any successor shall agree directly with Landlord, activities and intended use by written instrument in form satisfactory to Landlord, to be bound by all the obligations of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (Tenant hereunder including, without limitation, the Permitted Use) covenant against further assignment and Laws;
(iii) the proposed assignee or subtenant (subletting. The joint and several liability of Tenant and any affiliate immediate or remote successor in interest of such assignee or subtenant) is not then an occupant Tenant, and the due performance of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment obligations of this Lease on Tenant’s part to be performed or a sublease observed, shall not be discharged, released or impaired in any respect by an agreement or stipulation made by Landlord extending the time of or modifying any of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision obligations of this Lease;
(ix) the assignment , or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment any waiver or sublease will not result in a number failure of occupants on a floor that exceeds the design capacity Landlord to enforce any of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likeobligations of this Lease.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 2 contracts
Sources: Lease (Converted Organics Inc.), Lease (Converted Organics Inc.)
Prohibition. (a) Except as expressly provided permitted in Paragraph 10.2this Article 6, Tenant shall not do any of the following without the prior consent of Landlordcovenants and agrees that, which consent shall not be unreasonably withheldwhether voluntarily, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease , neither this Lease nor the Lease Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the Premises or nor any part thereof will be encumbered in any manner by reason of any act or omission on the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of or used or occupied or permitted to be used or occupied by anyone other than Tenant’s affiliates, or for any use or purpose other than a Permitted Use, or be sublet (Cwhich term, without limitation, shall include granting of concessions, licenses and the like) persons occupying in whole or in part, or be offered or advertised for assignment or subletting. Without limiting the foregoing, any agreement pursuant to which: (y) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant's behalf, all or any portion of Basic Rent or Additional Rent due under this Lease; and/or (z) a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the purpose provisions of transacting business with Tenantthis Article 6. Consent The provisions of this Section 6.1(a) shall apply to any assignment a transfer (by one or sublease shall not operate as more transfers) of a waiver majority of the necessity for consent to any subsequent stock or partnership interests or other evidences of ownership of Tenant as if such transfer were an assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease. If there is an initial public offering of the stock of the Tenant or if Tenant at any time is or becomes a publicly traded company, the transfer of less than a majority of the stock of Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Article 6. The merger or consolidation of Tenant into or with any other entity, or the sale of all or substantially all of its assets, shall be void ab initio (from deemed to be an assignment within the beginning)meaning of this Article 6.
(b) Without limiting Anything in Section 6.1(a) to the other instances contrary notwithstanding, transactions with an entity (i) into or with which Tenant is merged or consolidated, (ii) to which substantially all of Tenant's assets are transferred as a going concern, or (iii) which controls or is controlled by Tenant or is under common control with Tenant, shall not be deemed to be an assignment or subletting within the meaning of this Article 6, provided that in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unlessany of such events:
(i) the successor to Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord has a net worth computed in accordance with respect generally accepted accounting principles consistently applied at least equal to the nature and character net worth of Tenant herein named on the proposed assignee or subtenant and its business, business history, activities and intended use date of the Premises, and (D) a copy of the proposed assignment or sublease;this Lease,
(ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord prior to the nature, character and reputation effective date of any such transaction,
(iii) the proposed assignee or subtenant and its businessagrees directly with Landlord, activities and intended use by written instrument in form satisfactory to Landlord, to be bound by all the obligations of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (Tenant hereunder including, without limitation, the Permitted Use) covenant against further assignment and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;subletting,
(iv) in no event shall Tenant (or the proposed assignee entity into which Tenant is merged or subtenant is not a governmental entity or instrumentality thereofconsolidated under clause (i) above) be released from its obligations under this Lease, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);and
(v) the proposed assignment any such transfer or sublease will not violate any enforceable exclusive use or similar clause transaction is for a legitimate, regular business purpose of Tenant other than a transfer of Tenant's interest in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If If, in violation of this Article 6, this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Lease shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of all the terms, conditions and covenants on the part of Tenant to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted performed hereunder. Any consent by Landlord at the time of such assignment to a particular subletting or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant occupancy shall not publicly advertise such rent and, further, in any way diminish the prohibition stated in paragraph (a) of this Section 6.1 or the continuing liability of the original named Tenant. No assignment shall require any be binding on Landlord unless such assignee or subtenantTenant shall deliver to Landlord a duplicate original of the instrument of assignment which contains a covenant of assumption by the assignee of all of the obligations aforesaid and shall obtain from Landlord the aforesaid written consent, prior thereto. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. No such assignment, subletting, or occupancy shall affect or be contrary to Permitted Uses. Any consent by Landlord to a particular assignment, subletting or occupancy shall be revocable, and any assignment, subletting or occupancy shall be void ab initio if the same shall fail to require that such assignee, subtenant or occupant agree therein to be independently bound by and upon all of the covenants, agreements, terms, provisions and conditions set forth in writing, this Lease on the part of Tenant to keep the amount of such rent confidentialbe kept and performed.
Appears in 2 contracts
Sources: Lease Agreement (Firepond Inc), Lease Agreement (Firepond Inc)
Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following without the Without Landlord’s prior consent of Landlordwritten consent, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest subject to and on the conditions described in this LeaseSection 22, in whole or in partTenant shall not, directly or indirectly, voluntarily or involuntarily, by operation of law law, assign this Lease or otherwise;
(ii) sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the Premises; or
(iii) permit foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the use and occupancy shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 50% or more of the Premises issued and outstanding shares or any part other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the Premises by any persons other than (A) employees corporation, partnership or limited liability company at time of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms execution of this Lease, shall be void ab initio deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to (x) obtain financing from institutional or individual investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies, (y) undergo a public offering, or (z) if Tenant is a public company, transfer shares of Tenant effected through any recognized exchange or through the beginning).
(b) Without limiting “over the other instances counter” market, any of which results in which it may be reasonable for a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
provided that (i) Tenant provides notifies Landlord in writing of the financing at least 10 business days prior to Landlord the closing of the financing, and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Term. The reasons for Landlord’s reasonable withholding of consent shall include but not be limited to: (A) the name and address of the proposed assignee business or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and financial reputation of the proposed assignee or subtenant and its businesssublessee, activities and intended use or the business or financial reputation of any of the Premises are suitable to and respective principals or officers thereof, is objectionable in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaningjudgment, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any sublessee is engaged in areas of scientific research or other landlordbusiness concerns that are controversial such that in Landlord’s reasonable judgment they may (i) attract or cause negative publicity for or about the Building or the Project, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if (ii) negatively affect the contamination resulted from such assignee’s or subtenant’s actions or use reputation of the property in question; Building, the Project or Landlord, (iii) attract protestors to the Building or the Project, or (iv) lessen the attractiveness of the Building or the Project to any prospective purchasers or lenders, (C) the proposed use of the Premises by the proposed assignee or subtenant sublessee will violate any applicable Legal Requirement, (D) the proposed assignee or sublessee is at that time an occupant of the Project or negotiating with Landlord or an affiliate thereof for the lease of other space in the Project, (E) if the proposed transaction is not subject a sublease, the proposed assignee does not have a net worth, as of the date of the Transfer, at least equal to an enforcement order issued by any the greater of (x) the net worth of Tenant as of the date of the Lease, and (y) the net worth of Tenant immediately prior to the Transfer Date, or otherwise lacks the creditworthiness to support the financial obligations it would incur under the proposed assignment in Landlord’s reasonable judgment, (F) if the proposed transaction is a sublease, the proposed sublessee does not have a creditworthiness, as of the date of transfer, sufficient to support the financial obligations it would incur under the proposed sublease in Landlord’s judgment, (G) the proposed assignee or sublessee is a governmental authority agency, (H) in connection with the use, disposal or storage of a Hazardous Material;
(viii) Landlord’s judgment the use of the Premises by the proposed assignee or subtenant will not violate Lawsublessee would entail any alterations that would lessen the value of the leasehold improvements in the Premises, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited would require increased services by Landlord’s lender;
, (xI) Landlord has experienced previous defaults by or is in litigation with the proposed assignee or sublessee, (J) the proposed assignment or sublease will not result create a vacancy elsewhere in a number of occupants on a floor that exceeds the design capacity of the Building systems;
Project, or (xiK) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than prohibited by the rent being quoted by Landlord at Holder of a Mortgage on the time of such assignment Premises or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidentialProject.
Appears in 2 contracts
Sources: Lease Agreement (Sigilon Therapeutics, Inc.), Lease Agreement (Sigilon Therapeutics, Inc.)
Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) , assign, transfer, mortgage, hypothecate, encumber, grant any license or concession, pledge or hypothecate otherwise transfer this Lease or Tenant’s any interest in herein, permit any assignment or other transfer of this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, Lease by operation of law or otherwise;
(ii) sublease law, sublet the Premises or any part of the Premises; or
(iii) thereof, or permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant and Tenant’s affiliatesRepresentatives (collectively, “Transfers” and any entity to whom any Transfer is made or (C) persons occupying sought to be made is sometimes referred to as a “Transferee”). No consent to any Transfer shall constitute a waiver of the provisions of this Section 14, and all subsequent Transfers may be made only with the prior written consent of Landlord, which consent shall not be unreasonably withheld, but which consent shall be subject to the provisions of this Section 14. Notwithstanding anything to the contrary contained in this Section 14, an assignment or sublease of all or a portion of the Premises for the purpose to (1) an entity which is controlled by, controls, or is under common control with, Tenant, or (2) a successor entity (whether by merger, consolidation or other non-bankruptcy reorganization of transacting business with Tenant. Consent ) which acquires all or substantially all of Tenant’s assets (“Affiliate”), shall not be deemed a Transfer under this Section 14, and shall accordingly not require Landlord’s consent or payment of any amount to Landlord, provided that (a) Tenant promptly notifies Landlord of any such assignment or sublease shall not operate as a waiver of the necessity for consent at least twenty (20) days prior to such assignment or sublease, (b) Tenant promptly supplies Landlord with any subsequent documents or information reasonably requested by Landlord regarding such assignment or sublease and or the terms of such consent shall be binding on any person holding byAffiliate, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (Ac) the name and address Affiliate agrees in writing to be bound by all of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or subleasethis Lease, (Cd) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited a subterfuge by Landlord’s lender;
Tenant to avoid its obligations under this Lease, and (xe) such Affiliate shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (the proposed assignment or sublease will not result in a number “Net Worth”) at least equal to the Net Worth on the date of occupants on a floor that exceeds the design capacity this Lease of the Building systems;
original Tenant. “Control,” as used in this Section 14.1, shall mean the ownership, directly or indirectly, of at least fifty-one percent (xi51%) of the proposed assignment voting securities of, or sublease will not trigger incremental ADA or other legal requirements possession of the right to vote, in the Common Areas or by Landlord ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interests in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likeentity.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Sources: Lease Agreement (Meru Networks Inc)
Prohibition. Tenant covenants and agrees that (ai) Except as expressly provided in Paragraph 10.2neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether directly or by operation of law; (ii) subject to Section 11.4, Tenant shall not do permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization; and (iii) neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the following part of Tenant, or used or occupied, by anyone other than Tenant, or for any use or purpose other than as stated herein, or be sublet, without the prior written consent of LandlordLandlord in each and every case, which consent shall not be unreasonably withheld, delayed or conditioned in the event of an assignment or delayed:
subletting (i) assign, but in all other instances shall be at Landlord’s sole and absolute discretion). Any transfer, mortgageor series of related transfers, encumber, pledge of ownership in Tenant (unless Tenant is a publicly traded company) that results in a change of 50% or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease the Premises or any part more of the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees voting power of Tenant, or otherwise result in a change in the current control of Tenant (Bexcept in the case of an ownership interest that is transferred pursuant to a public offering) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding byconsidered an assignment, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect subject to the nature and character provisions of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Section 11.4 below. Tenant’s request for Landlord’s consent to subletting or assignment shall be submitted in writing no later than thirty (with 30) days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be accompanied by the following information (the “actively dealt with” meaningRequired Information”): (i) the name, at least, written correspondence current address and negotiation for business of the lease proposed assignee or subtenant; (ii) in the event of space within the Project, but excluding, without morea sublease, the mere delivery precise square footage and location of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease portion of the Premises proposed to a be so subleased; (iii) the effective date and term of the proposed assignment or subletting; (iv) the rent and other consideration to be paid to Tenant by such proposed assignee or subtenant under subtenant; (v) such other major terms of the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
sublease as may be material, or as Landlord may request, (ivvi) financial statements and other information as Landlord may request, indicating the Tangible Net Worth (defined below), liquidity and credit worthiness of the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by in order to permit Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) evaluate the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
sublease; (vivii) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of verification that the Premises does not involve will be used for the generation, storage, Permitted Use (and if the Permitted Use allows more than one (1) type of use, treatment or disposal of Hazardous Materialthen Tenant shall specify the precise use that the Premises will be used for); and (Bviii) the proposed assignee or subtenant has not been required by such other information as Landlord may request. Tenant agrees to reimburse Landlord for reasonable legal fees and any other landlord, lender or governmental authority to take remedial action reasonable out of pocket expenses and costs incurred by Landlord in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likesubletting.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Prohibition. (a) Except as expressly provided in Paragraph 10.2Tenant covenants and agrees that whether voluntarily, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;, except as expressly permitted by paragraphs (b) and (c) of this Section, neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other then Tenant, or for any use or purpose other than a Permitted Use, or be subject (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting.
(b) Tenant shall be allowed to sublet during the Term of this Lease any portion of the Premises provided Landlord consents in writing in advance to such subletting. Landlord agrees not to withhold its consent to any subletting during the Term, provided that Tenant requests such consent in a writing which shall include the particular terms of the proposed sublet, and provided that (i) during the term of the sublet Tenant shall continue to occupy a portion of the Premises; (ii) sublease at the time of Tenant’s request Tenant is not in default under this Lease; (iii) Landlord, in its sole discretion reasonably exercised, determines that the reputation, business, proposed use of the Premises by, and financial responsibility of, the proposed sublessee is satisfactory to Landlord; (iv) such sublease shall be in writing and its form shall be subject to the reasonable approval of the Landlord; (v) such sublease shall be subject and subordinate to this Lease, any ground lease of the Land Parcel or Building or both, and any first mortgage of the Land Parcel or Building or both; (vi) anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Premises which provides for rental of other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the premises leased, used, occupied, or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises; or
(iiivii) permit no right shall exist on the use and occupancy of the Premises or any part of the Premises by any persons other than sublessee to sublet further the sublet premises; (Aviii) employees such sublessee shall expressly assume all the obligations of Tenant, (B) employees of this Lease on Tenant’s affiliatespart to be performed as to the sublet space; (ix) such consent, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease if given, shall not operate as a waiver release Tenant of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease obligations (including, without limitation, its obligations to pay rent) under this Lease and Tenant’s liability after any such subletting shall be as to the Permitted Usesubject space joint and several with the sublessee; and (x) Tenant shall reimburse Landlord promptly as additional rent for reasonable legal and Laws;
other expenses incurred by Landlord in connection with any request by Tenant for consent to any such sublet. A consent to one subletting to any person or entity shall not be deemed as a consent to any subsequent subletting. In the event that Tenant shall during the Term desire to sublet all or any portion of the Premises such that after the commencement of such sublet Tenant shall no longer be occupying any portion of the Premises, Tenant shall by advance notice to Landlord disclose all of the materials terms of such proposed sublet and in such notice also offer the entire Premises back to Landlord, subject to any sublets previously in effect and approved by Landlord as provided in this paragraph (b). If Landlord elects to accept such offer, Landlord shall so notify Tenant within thirty (30) days of the date of the aforesaid notice by Tenant, and this Lease shall end on that date selected by Landlord which shall be not less than thirty (30) nor more than ninety (90) days after the date of said notice by Landlord to Tenant. On or prior to such termination date Tenant shall pay to Landlord the Basic Rent and all other charges accrued under this Lease through such termination date. In the event that Landlord does not exercise such election within the time period above provided for, Tenant shall be permitted to enter into the proposed sublease provided that Tenant is not then in default under this Lease and provided that the conditions set forth in clauses (iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likenext preceding paragraph are satisfied.
(c) The provisions of paragraph (a) of this Section shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease; but such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which all of Tenant’s assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (i) the assignee entity, and, in the event of a transfer of partnership interest(s), each assignee partner, agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting except as expressly permitted hereunder, and (ii) no such transfer shall relieve Tenant or in the event of a transfer of partnership interests, any of the transferring partners from its or their obligations hereunder and Tenant shall remain fully and primarily liable to Landlord therefor.
(d) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant, or occupant, and apply the net amount collected to the rent to be charged by Tenant during the term and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Lease shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupancy, as a tenant or a release of the original named Tenant from the further performance by the original named Tenant hereunder. No assignment or sublease is less than the rent being quoted by Landlord at the time of such subletting, or occupancy shall affect Permitted Uses. No assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidentialremain fully and primarily liable therefor.
Appears in 1 contract
Sources: Lease (RXi Pharmaceuticals Corp)
Prohibition. (a) Except as expressly provided in Paragraph 10.2, a. Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant’s interest in this Lease, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, directly or indirectlywithout, voluntarily or involuntarilyin each instance, by operation having first received the express written consent of law or otherwise;
(ii) sublease Landlord which, in the Premises or case of any part of subletting, will not be unreasonably withheld subject to the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
following conditions: (i) Tenant provides is not then in default under this Lease, (ii) the proposed sublease is not to any other tenant then occupying any space in the Building or to any other party with whom Landlord is then negotiating to lease space in the Building, (Aiii) Tenant shall not rent the Premises at a lower rate than that which Landlord is charging for comparable space in the Building at such time, and (iv) any such sublease shall be subject to all the other provisions of this Article VI. Tenant’s request for Landlord’s consent shall be in writing and shall contain the name and address of the proposed assignee or subtenantsublessee, (B) the terms rent and conditions of (including all consideration for) other sums to be paid thereunder, the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character effective date of the proposed assignee or subtenant sublease and its business, the other major business history, activities and intended use of the Premisesterms thereof, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character term and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or area of any proposed sublease. In all other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employeecases, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord may be withheld in its sole discretion. The foregoing restrictions shall not unreasonably withhold, condition or delay its consent be applicable to (i) an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made subletting of the Premises by Tenant to an entity controlling, controlled by or under common control with Tenant or (ii) an assignment of this Lease to an entity that succeeds to Tenant’s interest in this Lease by reason of merger, acquisition, consolidation or reorganization (collectively such governmental entity would be undesirable (such entities are referred to herein as, for example purposes only“Affiliates”), provided that Tenant shall, before the effective date of such assignment to an entity described in the foregoing clause (ii), provide to Landlord evidence reasonably satisfactory to Landlord that, as of the date of such assignment, the assignee shall have a net worth equal to the greater of the net worth of Tenant as of the date of this Lease or as of the date of the assignment. It shall be a condition of the validity of any assignment, whether with the consent of Landlord or to an Affiliate, that the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting. No assignment or subletting shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor.
b. If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and without limiting apply the generality net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the foregoingassignee, use subtenant or occupant as a welfare tenant or other social services office for indigent individuals, as a court release of Tenant from the further performance by Tenant of its obligations hereunder. The consent by Landlord to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate subletting shall in no way be construed to relieve Tenant or any enforceable exclusive use successor from obtaining the express consent in writing of Landlord to any further assignment or similar clause in another lease in the Project subletting. No assignment or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, subletting and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the no use of the Premises by a subsidiary wholly-owned by Tenant or controlling corporation of Tenant shall affect Permitted Uses.
c. Except with respect to assignments of the proposed assignee Lease or subtenant will not violate Lawsubletting of the Premises to Affiliates, and will not violate Paragraph 7 or any other provision Landlord shall have the right to terminate this Lease in its entirety in the case of this Lease;
(ix) the an assignment or sublease is not prohibited by Landlord’s lender;
(x) with respect to the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity portion of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements Premises that Tenant is proposing to sublet in the Common Areas or by Landlord in the Premises, or result in case of a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likesublease.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Prohibition. (a1) Except as expressly provided in Paragraph 10.2herein, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or Tenant’s interest in this Leasetherein, in whole will be mortgaged, pledged or in partencumbered, directly or indirectlywhether voluntarily, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease . In addition, except as expressly provided herein, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises or nor any part thereof will be encumbered in any manner by reason of any act or omission on the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than the Permitted Use, or be sublet (Bwhich term shall include, without limitation, granting of concessions, licenses and the like) employees in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant’s affiliates, without, in each case, the prior written consent of Landlord (all of the foregoing actions described in this sentence are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (a) Tenant is relieved from the obligation to pay, or (C) persons occupying a third party agrees to pay on Tenant’s behalf, all or any portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment Base Rent or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or Additional Rent under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
; and/or (b) Without limiting a third party undertakes or is granted by or on behalf of Tenant the other instances in which it may be reasonable for Landlord right to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides assign or attempt to Landlord (A) the name and address of the proposed assignee assign this Lease or subtenant, (B) the terms and conditions of (including sublet or attempt to sublet all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use portion of the Premises, shall for all purposes here of be deemed to be a Transfer of this Lease and subject to the provisions of Section 17. A Transfer under Section 17 shall also include a sale or other transfer (Dby one or more transfers) a copy of any of the proposed assignment following: the voting stock, partnership interests, membership or sublease;
other equity interests in Tenant (iior any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) the nature, character and reputation which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the proposed assignee assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or subtenant and its business, activities and intended use become traded on a national securities exchange (as defined in the Securities Exchange Act of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation1934), the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate transfer of such assignee or subtenant) is equity interests in Tenant on a national securities exchange shall not then be deemed an occupant of the Building or of any other building assignment within the Project or a person who actively dealt with Landlord or any affiliate meaning of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project)this Section; provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or sublease;buyout of stock shall be deemed a Transfer under Section 17.
(iv2) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of Notwithstanding the foregoing, use as a welfare Landlord’s consent shall not be required under Section 17.1(1) (and Section 17.4 and Section 17.5 shall not apply) to either (a) transactions with an entity into or other social services office for indigent individualswith which Tenant is merged or consolidated, as a court or to which handcuffed defendants may be broughtall or substantially all of Tenant’s assets are transferred, or as an office to (b) transactions with any entity which uniformed controls or armed individuals may come and go);
is controlled by Tenant or is under common control with Tenant; provided, however, that (vi) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in successor to Tenant has a Tangible Net Worth (as hereinafter defined) at least equal to the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use greater of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment Tangible Net Worth of Tenant immediately prior to such merger, consolidation or sublease will not result in a number transfer, or (y) the Tangible Net Worth of occupants Tenant on a floor that exceeds the design capacity date of this Lease, (ii) (proof reasonably satisfactory to Landlord of the Building systems;
Tangible Net Worth of both the Transferee and Tenant shall have been delivered to Landlord within ten (xi10) days of the effective date of any such transaction, (iii) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in Transfer is for a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant valid business purpose of Tenant and is not a controversial entity such as a terrorist organizationsubterfuge for the provisions of Section 17, is not and (iv) Tenant and Transferee execute an entity traditionally thought or perceived agreement in form and substance satisfactory to Landlord in its reasonable discretion, which agreement shall require Transferee to be sexist such as Playboybound by all the obligations of Tenant hereunder, Hustler including the covenant against further assignment and Penthouse magazines and subletting without Landlord’s prior consent in accordance with the likeprovisions of this Section 17, and include Transferee’s representation and warranty that it is not an organization traditionally perceived to be racist such in compliance with the OFAC (as the Ku Klux Klanhereinafter defined) provisions set forth in Section 41. As used herein, American Nazi Party “Tangible Net Worth” shall mean total assets minus intangible assets (including goodwill, patents, trademarks and the likecopyrights) and total liabilities, all as calculated in accordance with generally accepted accounting principles consistently applied.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Prohibition. (a) Except as otherwise expressly provided in Paragraph 10.2, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or in parttherein, directly will be assigned, mortgaged, pledged, encumbered or indirectlyotherwise transferred, voluntarily or whether voluntarily, involuntarily, by operation of law or otherwise;
(ii) sublease , and that neither the Premises or nor any part thereof will be encumbered in any manner by reason of any act or omission on the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of or used or occupied or permitted to be used or occupied, by anyone other than Tenant’s affiliates, or for any use or purpose other than a Permitted Use, or be sublet (Cwhich term, without limitation, shall include granting of concessions, licenses and the like) persons occupying in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed subject to Landlord's rights pursuant to Section 6.4 hereof and all other applicable provisions of this Article 6. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant's behalf, all or any portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment Basic Rent or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or Additional Rent under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio ; and/or (from y) a third party undertakes or is granted by or on behalf of Tenant the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord right to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides assign or attempt to Landlord (A) the name and address of the proposed assignee assign this Lease or subtenant, (B) the terms and conditions of (including sublet or attempt to sublet all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use portion of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable shall for all purposes hereof be deemed to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to be an assignment of this Lease or a sublease of and subject to the Premises to a proposed assignee or subtenant under the foregoing portion provisions of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.Article
Appears in 1 contract
Sources: Lease (Sonus Networks Inc)
Prohibition. (a) Except as expressly provided in Paragraph 10.2Notwithstanding any other provision of this Lease, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in partnot, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, by operation this Lease or any interest herein or sublet (which term without limitation, shall include granting of law concessions, licenses, and the like) or otherwise;
(ii) sublease allow any other person or entity to occupy the Premises whole or any part of the Premises; or
(iii) permit , without, in each instance, having first received the use express consent of Landlord subject to, and occupancy in accordance with, the terms and conditions of this Article VIII. Any assignment, mortgage, pledge, transfer of this Lease or subletting of the Premises whole or any part of the Premises by Tenant without Landlord’s express consent as hereinafter provided (and excepting as expressly permitted pursuant to Section 8.7 hereof) shall be invalid, void and of no force or effect. Except for so long as Tenant’s stock is publicly traded on a nationally recognized stock exchange and except as expressly permitted pursuant to Section 8.7 hereof, this prohibition includes any persons direct or indirect change in “control” as a result of any assignment, subletting, or other than (A) employees transfer which would occur by operation of Tenantlaw, (B) employees merger, consolidation, reorganization, acquisition, transfer, or other change of Tenant’s affiliatescorporate ownership, and/or proprietary structure, including, without limitation, a change in the partners of any partnership, a change in the members and/or managers of any limited liability company, and/or the sale, pledge, or (C) persons occupying a portion other transfer of any of the Premises for the purpose issued or outstanding capital stock of transacting business with any corporate Tenant. Consent For purposes hereof, “control” shall be deemed to any assignment or sublease shall not operate as a waiver be ownership of more than fifty percent (50%) of the necessity for consent to any subsequent assignment stock or sublease and other voting interest of the terms of such consent shall be binding on any person holding by, through controlled corporation or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning)other business entity.
(b) Without limiting In the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address case of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed any assignment or subleasesubletting, (C) any information reasonably required by Landlord with respect to the nature and character Tenant originally named herein shall remain fully liable for all obligations of the proposed assignee or subtenant and its businessTenant hereunder, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) obligation to pay the Rent and Laws;
(iii) the proposed assignee or subtenant (other amounts provided under this Lease and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord liability shall not unreasonably withholdbe affected in any way by any future amendment, condition modification, or delay its consent to an assignment extension of this Lease or any further assignment, other transfer, or subleasing and Tenant hereby irrevocably consents to any and all such transactions. It shall be a sublease condition of the Premises to a proposed validity of any permitted assignment or subletting that the assignee or subtenant sublessee agree directly with Landlord, in form reasonably satisfactory to Landlord, to be bound by all obligations of Tenant hereunder, including, without limitation, the obligation to pay all Rent and other amounts provided for under this Lease and the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee covenant against further assignment or subtenant within the Projectother transfer or subletting except subject to, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation accordance with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, terms and will not violate Paragraph 7 or any other provision conditions of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likeArticle VIII.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Prohibition. (a) Except as expressly provided in Paragraph 10.2this SECTION 6.1, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest herein or Tenant’s interest in this Leasetherein, in whole will be assigned (collaterally, conditionally or in partotherwise), directly mortgaged, pledged, encumbered or indirectlyotherwise transferred, voluntarily or whether voluntarily, involuntarily, by operation of law or otherwise;
(ii) sublease , and that neither the Premises or nor any part thereof will be encumbered in any manner by reason of any act or omission on the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (Bwhich term, without limitation, shall include granting of concessions, licenses and the like) employees in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant’s affiliates, without, in each case, the prior written consent of Landlord. Without limiting the foregoing, any agreement: (x) which purports to relieve Tenant from the obligation to pay, or (C) persons occupying pursuant to which a third party agrees to pay on Tenant's behalf, all or any portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment Basic Rent or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or Additional Rent under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio ; and/or (from y) pursuant to which a third party undertakes or is granted by or on behalf of Tenant the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord right to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides assign or attempt to Landlord (A) the name and address of the proposed assignee assign this Lease or subtenant, (B) the terms and conditions of (including sublet or attempt to sublet all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use portion of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable shall for all purposes hereof be deemed to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to be an assignment of this Lease or a sublease of and subject to the Premises to a proposed assignee or subtenant under the foregoing portion provisions of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.ARTICLE
Appears in 1 contract
Sources: Lease (Silverstream Software Inc)
Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following without Without the prior written consent of Landlord, which consent Tenant shall not be unreasonably withheldnot, conditioned either involuntarily or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease , assign, mortgage, pledge, hypothecate, encumber or permit any lien to attach to, or transfer this Lease or any interest herein, or sublet the Premises or any part of the Premises; or
(iii) thereof, or permit the use Premises to be occupied by anyone other than Tenant or Tenant’s employees (each a “Transfer” and occupancy of any person or entity to whom a Transfer is made or sought to be made is referred to herein as a “Transferee”). Notwithstanding anything to the Premises or contrary herein, Tenant shall not be entitled to transfer any part of the Premises by any persons other than (A) employees the Building, provided, however that a Transfer may include the use of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion parking and access over portions of the Premises for the purpose of transacting business consistent with Tenantthis Lease. Consent to any assignment or sublease shall not operate as a waiver Any Transfer in violation of the necessity for consent to any subsequent assignment or sublease and the terms provisions of such consent this Article XVIII shall be binding on any person holding byvoid and, through or under Tenant. At at Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms shall constitute an Event of Default. For purposes of this Lease, the term “Transfer” shall be void ab initio also include (from A) if Tenant is a partnership or limited liability company, the beginningwithdrawal or change, voluntary, involuntary or by operation of law, of fifty percent (50%) or more of the partners, members or managers thereof, or transfer of twenty-five percent (25%) or more of partnership or membership interests therein within a twelve (12)month period, or the dissolution of the partnership or the limited liability company without immediate reconstitution thereof, and (B) if Tenant is a corporation whose stock is not publicly held and not traded through an exchange or over the counter or any other form of entity, (1) the dissolution, merger, consolidation or other reorganization of Tenant, the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares or other interests of or in Tenant (other than to immediate family members by reason of gift or death), within a twelve (12)month period, or (2) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of the value of the unencumbered assets of Tenant within a twelve (12)month period.
(b) Without limiting If Tenant desires to transfer this Lease or any interest herein, then prior to the other instances in which it may be reasonable effective date of the proposed Transfer, Tenant shall submit to Landlord a written request (a “Transfer Notice”) for Landlord to withhold its Landlord’s consent, Landlord may withhold its consent under subparagraph (a) unless:
which notice shall include: (i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, Transferee; (Bii) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character current financial statements of the proposed assignee Transferee, partner or subtenant and its business, business history, activities and intended use of the Premisesowner thereof, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character any other information and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease materials (including, without limitation, credit reports, business plans, operating history, bank and character references) required by Landlord to assist Landlord in reviewing the Permitted Use) financial responsibility, character, and Laws;
reputation of the proposed Transferee unless such entity or entities are publicly traded; (iii) the proposed assignee or subtenant (and any affiliate nature of such assignee or subtenant) is not then an occupant Transferee’s business and proposed use of the Building Premises; (iv) the proposed effective date of the Transfer; (v) a description of the portion of the Premises subject to the proposed Transfer; and (vi) all of the principal terms of the proposed Transfer. Landlord shall approve or reject any proposed Transfer within ten (10) business days after Landlord’s receipt of any other building the Transfer Notice and failure to approve or reject within such time period shall be deemed approval. Any rejection by Landlord of a proposed Transfer shall specify in writing the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord reasons for the rejection.
(directly or through a brokerc) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project)any proposed Transfer shall not be unreasonably withheld; provided, however, that Landlord shall not unreasonably withhold, condition in addition to any other grounds available hereunder or delay its under Applicable Laws for properly withholding consent to such proposed Transfer, and without limiting Landlord’s reasonable discretion, Landlord’s consent with respect thereto shall be deemed reasonably withheld if in Landlord’s good faith judgment: (i) in the case of an assignment assignment, but not a sublease, the proposed Transferee does not have the financial strength (taking into account all of this Lease the Transferee’s other actual or a sublease potential obligations and liabilities) to perform its obligations with respect to the proposed Transfer; (ii) the business and operations of the proposed Transferee are not consistent with the Permitted Use; (iii) the proposed Transferee intends to use any part of the Premises to for a proposed assignee or subtenant purpose not permitted under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
Lease; (iv) the proposed assignee Transferee is of a character or subtenant reputation or engaged in a business which is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that consistent with the use to be made quality of the Premises Building as evidenced by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
parameters consistently applied in Landlord’s direct leasing activities; (v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises or the Building by the proposed assignee Transferee would, in Landlord’s judgment, increase security risk, or subtenant would require any alterations to the Building to comply with Applicable Laws; (vi) any Superior Rights Holder whose consent to such Transfer is required fails to consent thereto; (vii) at the time Tenant delivers the Transfer Notice, there is then in effect an Event of Default; (viii) the terms of the proposed Transfer will not violate Lawallow the Transferee to exercise a right of renewal, and right of expansion, right of first offer, or other similar rights held by Tenant (or will not violate Paragraph 7 or allow the Transferee to occupy space leased by Tenant pursuant to any other provision of this Lease;
such right); (ix) the assignment proposed Transfer would cause Landlord to be in violation of another lease or sublease agreement to which Landlord is not prohibited by Landlord’s lender;
a party; (x) the proposed assignment Transferee has the power of eminent domain, is a governmental agency or sublease will not result in an agency or subdivision of a number of occupants on a floor that exceeds the design capacity of the Building systems;
foreign government; or (xi) the proposed assignment Transferee is or sublease will not trigger incremental ADA has been involved in litigation with Landlord or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden any of its affiliates. With respect to the Common Areas or require increased services by Landlord; and
(xii) the each Transfer proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboyconsummated by Tenant, Hustler and Penthouse magazines and the like, and is whether or not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysisshall grant consent, Tenant shall pay all of Landlord’s review and processing fees, and costs, as well as any actual out-of-pocket professional, attorneys’, accountants’, engineers’ or other consultants’ fees incurred by Landlord relating to such proposed Transfer in an amount not publicly advertise such rent and, further, shall require any such assignee or subtenant, to exceed $3,000 in writing, to keep the amount of such rent confidentialeach instance.
Appears in 1 contract
Sources: Lease Agreement (Biodesix Inc)
Prohibition. (a) Except as expressly provided Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise, neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in Paragraph 10.2any manner by reason of any act or omission on the part of Tenant, Tenant or used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall not do any include granting of concessions, licenses and the following like) in whole or in part, or be offered or advertised for assignment or subletting without the Landlord's prior consent of Landlordwritten consent, which consent consent, subject to all other applicable provisions of this Article VI, including, without limitation, Landlord's rights pursuant to Section 6.1(c) and 6.1(d) hereof, shall not be unreasonably withheld, conditioned or delayed:. Tenant shall reimburse Landlord for all reasonable costs and expenses sustained or incurred by Landlord (not to exceed $2,000.00 per event) in connection with any assignment or subletting.
(b) The provisions of paragraph (a) of this Section shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease; but such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant's assets are transferred or to any entity (an "Affiliate of Tenant") which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events Tenant seeks to assign or sublet to a party meeting the following criteria: (i) assignthe successor to Tenant in the case of a merger, consolidation or transfer of all or substantially all of the assets of Tenant, has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant immediately prior to such merger, consolidation or transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease to the extent applicable under clause (i) hereof, proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least 10 days prior to the effective date of any such transaction, and (iii) the assignee or sublessee, in all such cases, including transactions involving an Affiliate of Tenant agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound
(c) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Lease shall be deemed a waiver of this covenant, or the acceptance of the Premises; orassignee, subtenant or occupant as a tenant or a release of the original named Tenant from the further performance by the original named Tenant hereunder. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. No assignment or subletting, or occupancy shall affect Permitted Uses. Any subletting shall expire as of the day immediately preceding the date of expiration of the Term of this Lease.
(iiid) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business In connection with Tenant. Consent to any assignment or sublease subletting, Tenant shall not operate as a waiver of the necessity for consent first submit to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances Landlord in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
writing: (i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (Bii) such information as to its financial responsibility and standing as Landlord may reasonably require (except that Landlord need not be provided with such financial information where the applicable transfer involves an Affiliate of Tenant), and (iii) all terms and conditions of (including all consideration for) provisions upon which the proposed assignment or subleasesubletting is to be made. Upon receipt from Tenant of such request and information, the Landlord shall have an option (Csometimes hereinafter referred to as the "option" or "Take Back Option") any information reasonably required by Landlord with respect to be exercised in writing within Ten (10) Business Days after its receipt from Tenant of such request and information, if the nature and character of request is to assign the proposed assignee Lease or subtenant and its business, business history, activities and intended use to sublet all of the Premises, and (D) to cancel or terminate this Lease, or, if the request is to sublet a copy of the proposed assignment or sublease;
(ii) the natureportion, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable only, to cancel and in keeping with the standards of the Building, and in compliance with terminate this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space such portion, in each case, as of the date set forth in Landlord's notice of exercise of such option, which shall be not less than fifteen (15) nor more than sixty (60) days following the giving of such notice; in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that event Landlord shall not unreasonably withholdexercise such option, condition Tenant shall surrender possession of the entire Premises, or delay its consent to an assignment the portion which is the subject of the option, as the case may be, on the date set forth in such notice in accordance with the provisions of this Lease or a sublease relating to surrender of Premises at the expiration of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.Term. If
Appears in 1 contract
Sources: Lease Agreement (Cyrk Inc)
Prohibition. (a) Except as expressly provided in Paragraph 10.2Notwithstanding any other provision of this Lease, Tenant shall not do not, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, this Lease or any interest herein or sublet (which term without limitation, shall include granting of concessions, licenses, and the like) or allow any other person or entity to occupy the whole or any part of the following without Premises, without, in each instance, having first received the prior express consent of Landlord, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed:
(i) assign, transfer, mortgage, encumber, pledge . Landlord shall have the right to withhold its consent in its sole discretion if it determines that the proposed assignee or hypothecate subtenant does not have a net worth at least equal to the net worth of the Tenant at the time of such assignment or sublease; or if the proposed use is not the same as ▇▇▇▇▇▇’s use. Any assignment of this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease the Premises or any part subletting of the Premises; or
(iii) permit the use and occupancy of the Premises whole or any part of the Premises by any persons (other than (Ato a “Permitted Transferee” as herein after defined) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such by Tenant without Landlord's express consent shall be binding on any person holding byinvalid, through void and of no force or under Tenanteffect. At Landlord’s optionThis prohibition includes, without limitation, any assignment assignment, subletting, or sublease without Landlord’s prior consentother transfer which would occur by operation of law, when merger, consolidation, reorganization, acquisition, transfer, or other change of Tenant's corporate or proprietary structure, including a change in the partners of any partnership, and the sale, pledge, or other transfer of any of the issued or outstanding capital stock of any corporate Tenant (unless such consent stock is required by the terms of this Lease, shall be void ab initio (from the beginningpublicly traded on a recognized security exchange or over-the-counter market).
(b) Without limiting the other instances in which it may be reasonable . Any request for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides this Section 7.1 shall set forth, in detail reasonably satisfactory to Landlord (A) Landlord, the name and address identification of the proposed assignee or subtenant, (B) its financial condition and the terms and conditions of (including all consideration for) on which the proposed assignment or subleasesubletting is to be made, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Userent or any other consideration to be paid in respect thereto and such request shall be treated as Tenant's warranty in respect of the information submitted therewith. In any case where Landlord shall consent to any assignment or subletting, Tenant originally named herein shall remain fully liable for Tenant obligations hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease and such liability shall not be affected in any way by any future amendment, modification, or extension of this Lease or any further assignment, other transfer, or subleasing and Tenant hereby irrevocably consents to any and all such transactions. ▇▇▇▇▇▇ agrees to pay to Landlord, within fifteen (15) days of billing therefor, all reasonable legal and Laws;
(iii) other out-of-pocket expenses incurred by Landlord in connection with assignment or sublet that requires Landlord’s consent. It shall be a condition of the proposed validity of any permitted assignment or subletting that the assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt agree directly with Landlord or any affiliate of Landlord or any employeeLandlord, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect in form satisfactory to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at leastto be bound by all Tenant obligations hereunder, written correspondence and negotiation for the lease of space within the Project, but excludingincluding, without morelimitation, the mere delivery of advertising, leasing obligation to pay all Rent and other amounts provided for under this Lease and the covenant against further assignment or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition other transfer or delay its consent to an subletting. Any profits resulting from a sublease or assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither shall be split equally between Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likeTenant.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Sources: Commercial Lease
Prohibition. (a) Except as expressly provided in Paragraph 10.2, a. Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant’s interest in this Lease, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, directly or indirectlywithout, voluntarily or involuntarilyin each instance, by operation having first received the express written consent of law or otherwise;
(ii) sublease Landlord which, in the Premises or case of any part of subletting, will not be unreasonably withheld subject to the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
following conditions: (i) Tenant provides is not then in default under this Lease, (ii) the proposed sublease is not to any party then occupying any space in the Park, or, until the first (1st) anniversary of the Commencement Date, to any party with whom Landlord has a written proposal to lease space in the Building outstanding for sixty (A60) days or less, (iii) the prospective subtenant or assignee is of the type and quality suitable for a first-class office building, and (iv) any such sublease shall be subject to all the other provisions of this Article VI. Tenant’s request for Landlord’s consent shall be in writing and shall contain the name and address of the proposed assignee or subtenantsublessee, (B) the terms rent and conditions of (including all consideration for) other sums to be paid thereunder, the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character effective date of the proposed assignee or subtenant sublease and its business, the other major business history, activities and intended use of the Premisesterms thereof, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character term and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or area of any proposed sublease. In all other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employeecases, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that may be withheld in its sole discretion. Landlord shall respond to any request for consent as to which Landlord’s consent is not be unreasonably withholdwithheld within ten (10) business days of request therefor, condition or delay its consent and to other such requests within twenty (20) business days of request therefor. The foregoing restrictions shall not be applicable to (i) an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made subletting of the Premises by Tenant to an entity controlling, controlled by or under common control with Tenant or (ii) an assignment of this Lease to an entity that succeeds to Tenant’s interest in this Lease by reason of merger, acquisition, consolidation or reorganization (collectively such governmental entity would be undesirable (such entities are referred to herein as, for example purposes only“Affiliates”), provided that Tenant shall, before the effective date of such assignment to an entity described in the foregoing clause (ii), provide to Landlord evidence reasonably satisfactory to Landlord that, as of the date of such assignment, the assignee shall have a net worth equal to the greater of the net worth of Tenant as of the date of this Lease or as of the date of the assignment. It shall be a condition of the validity of any assignment, whether with the consent of Landlord or to an Affiliate, that the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and without limiting the generality of subletting. No assignment or subletting shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. Notwithstanding the foregoing, use as a welfare Tenant shall be entitled to sublease portions of the Premises, without Landlord’s consent (but Tenant shall deliver Landlord written notice of such subleases), to vendors or other social services office for indigent individualsthird parties having a substantial business relationship with Tenant; provided that such subleasing (xx) does not involve any improvements or modifications to the Premises, as including, without limitation, the installation of demising walls, (yy) does not result in Tenant earning a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) profit from the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults byof such space, and are (zz) does not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use exceed more than 10,000 rentable square feet of the Premises does not involve in the generationaggregate.
b. If this Lease be assigned, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignee’s assignment, subletting, occupancy or subtenant’s actions collection shall be deemed a waiver of this covenant, or use the acceptance of the property in question; assignee, subtenant or (C) occupant as a tenant or a release of Tenant from the proposed assignee or subtenant is not subject further performance by Tenant of its obligations hereunder. The consent by Landlord to an enforcement order issued by assignment or subletting shall in no way be construed to relieve Tenant or any governmental authority successor from obtaining the express consent in connection with the use, disposal writing of Landlord to any further assignment or storage of a Hazardous Material;
(viii) the subletting. No assignment or subletting and no use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged subsidiary wholly-owned by Tenant during the term or controlling corporation of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidentialaffect Permitted Uses.
Appears in 1 contract
Sources: Lease Agreement (TechTarget Inc)
Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following not, without the prior written consent of Landlord, assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer this Lease or any interest herein, permit any assignment or other transfer of this Lease by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and Tenant's Representatives (collectively, "Transfers" and any entity to whom any Transfer is made or sought to be made is sometimes referred to as a "Transferee"). No consent to any Transfer shall constitute a waiver of the provisions of this Section 14, and all subsequent Transfers may be made only with the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned but which consent shall be subject to the provisions of this Section 14. Notwithstanding anything to the contrary contained in this Section 14, an assignment or delayed:
sublease of all or a portion of the Premises to (i1) assignan entity which is controlled by, transfercontrols, mortgageor is under common control with, encumberTenant, pledge or hypothecate this Lease (2) a successor entity (whether by merger, consolidation or other non-bankruptcy reorganization of Tenant) or which acquires all or substantially all of Tenant’s interest assets (both (1) and (2) shall be referred to as an “Affiliate”), shall not be deemed a Transfer under this Section 14, and shall accordingly not require Landlord’s consent or payment of any amount to Landlord, provided that (a) Tenant promptly notifies Landlord of any such assignment or sublease at least twenty (20) days prior to such assignment or sublease (or if the assignment to an Affiliate is deemed confidential and is not disclosed to the public prior to closing of the transaction, within five (5) business days after the closing of the transaction), (b) Tenant promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or the Affiliate, (c) the Affiliate agrees in writing to be bound by all of the terms and conditions of this Lease, (d) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (e) such Affiliate shall have a tangible net worth (not including goodwill as an asset) computed in whole accordance with generally accepted accounting principles (the “Net Worth”) at least equal to the Net Worth immediately prior to the applicable event set forth in subsection (1) or (2) above. “Control,” as used in partthis Section 14.1, shall mean the ownership, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
at least fifty-one percent (ii51%) sublease the Premises or any part of the Premises; or
(iii) permit the use and occupancy voting securities of, or possession of the Premises or any part right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning)voting interests in an entity.
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Sources: Lease Agreement (Spansion Inc.)
Prohibition. (a) Except as expressly provided in Paragraph 10.2Subject to the remaining provisions of this subsection (a), Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant’s interest in this Lease, or used or occupied or permitted to be used or occupied by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, directly without in each case having first obtained the express written consent of Landlord. A transfer or indirectly, voluntarily assignment of 50% (computed on a cumulative aggregate basis) or involuntarily, by operation of law or otherwise;
(ii) sublease the Premises or any part more of the Premisesstock, equity or other indicia of ownership of Tenant shall be deemed to constitute an assignment in breach of this Section 8.1; or
(iii) permit provided, however, that the use and occupancy sale of corporate treasury stock in order to increase the Premises capital of Tenant shall not be restricted. The foregoing restrictions shall not be applicable to an assignment of this Lease or any part a subletting of the Premises by any persons other than (A) employees Tenant to a subsidiary wholly-owned by Tenant or to a controlling corporation, the stock of which is wholly-owned by the stockholders of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying . It shall be a portion condition of the Premises for the purpose validity of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding byassignment, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping whether with the standards consent of Landlord or to a subsidiary or controlling corporation, that the Buildingassignee agrees directly with Landlord, and by written instrument in compliance with this Lease (form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the Permitted Usecovenant against further assignment and subletting. No assignment or subletting shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. Landlord agrees that its consent to a proposed assignment or sublease shall not be unreasonably withheld or delayed, and ▇▇▇▇▇▇ agrees to provide to Landlord such information as Landlord may reasonably require in order to reach an informed decision. Without limitation, Landlord shall not be deemed to be unreasonable in withholding its consent to a proposed assignment or sublease unless each of the following criteria has been satisfied: (i) the proposed assignee or subtenant is of good reputation and Laws;
character and is of sound financial condition, (ii) the proposed assignee or subtenant is not otherwise a tenant of the Office Park, (iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of will use the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation Premises solely for the lease of space within the ProjectPermitted Uses, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is does not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the intend to use to be made of the Premises by such governmental entity would be undesirable for a "Prohibited Activity" (such asas hereinafter defined), for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the intended use of the Premises by the proposed assignee or subtenant will not violate Lawis consistent with the maintenance of the Building as a first-class office building, and will not violate Paragraph 7 or any interfere with the business activities of other provision occupants of this Lease;
the Office Park, and (ixvi) the assignment or sublease is not prohibited by Landlord’s lender;
(x) rental and other economic terms of the proposed assignment or sublease will are not result inconsistent with or deleterious to the economic interests of Landlord as owner of the Building. (Without limitation, Tenant shall not advertise or otherwise offer any portion (or all) of the Premises at a rental rate which is lower than the rental rate then being quoted by Landlord for equivalent space in the Building.) For the purposes of the immediately preceding paragraph, a number "Prohibited Activity" is a use which will, in Landlord's reasonable judgment, (i) introduce undue amounts of occupants public traffic in the Building (in excess of average traffic which Landlord reasonably believes is generated by other tenants in the Building), or (ii) place a strain on a floor that exceeds the design capacity existing plumbing, electrical and mechanical systems of the Building systems;or (iii) generate unusually high densities of employees or invitees per square foot of rentable space.
(xib) If this Lease be assigned, or if the proposed Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, whether or not it has consented to any such assignment, subletting or occupancy, at any, time and from time to time collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any breach of Section 8.1 (a), or the acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further performance by Tenant of its obligations hereunder. In the event that Basic Rent and other charges payable to Tenant under any assignment or sublease will not trigger incremental ADA or exceed Basic Rent and other legal requirements in charges payable hereunder, Basic Rent hereunder shall automatically be deemed to be increased by 75% of the Common Areas or amount of such excess. (If only a portion of the Premises is subleased, determination of any excess shall be computed by allocating Basic Rent and other charges hereunder on a per square foot basis, between the portion of the Premises which is subject to the sublease and the remainder of the Premises.) The consent by Landlord to an assignment or subletting shall in no way be construed to relieve Tenant or any successor from obtaining the Premises, express written consent of Landlord to any further assignment or result in subletting. No assignment or subletting and no use of the Premises by a materially greater burden to subsidiary wholly-owned by Tenant or controlling corporation of Tenant shall affect the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likePermitted Uses.
(c) If In the rent event of any request by Tenant for any consent to a proposed assignment or sublease, Landlord shall have the option instead to terminate this Lease. In the case of a proposed sublease concerning only a portion of the Premises, at Landlord's option, such termination shall apply only to that portion of the Premises which is intended to be charged the subject of the sublease. In such event, Basic Rent and other charges hereunder shall be reduced proportionately, to take account of the reduction in the size of the Premises which will be occupied by Tenant during following such termination. Furthermore, in the case of a sublease which is intended to apply to only a portion of the Term, at Landlord's option, this Lease shall be terminated only for the period of the proposed sublease, and shall be reinstated upon the expiration of the term of the proposed sublease. Upon any assignment termination, as provided above, the Premises (or sublease is less than the rent being quoted by portion of the Premises to which the termination relates) shall be delivered to Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require condition in which the Premises are required to be delivered to Landlord upon the expiration of the Term as provided herein. Following any such termination, Landlord shall be entitled to enter into any lease or occupancy arrangement concerning the Premises (or portion of the Premises, as the case may be) with any party, including, without limitation, the assignee or subtenant, in writing, to keep the amount of such rent confidentialsubtenant proposed by ▇▇▇▇▇▇.
Appears in 1 contract
Sources: Standard Office Lease (Physicians Quality Care Inc)
Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following not, directly or indirectly, without ----------- the prior written consent of Landlord, Landlord (which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign), transfer, mortgage, encumber, pledge or hypothecate assign this Lease or Tenant’s any interest in this Lease, in whole herein or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease the Premises or any part of the Premises; or
(iii) thereof, or permit the use and or occupancy of the Premises or any part of the Premises by any persons person or entity other than Tenant. Tenant shall not, directly or indirectly, without the prior written consent of Landlord, pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord. For purposes of this Lease, any of the following transfers on a cumulative basis shall constitute an assignment of this Lease that requires the prior written consent of Landlord: if Tenant is a corporation, the transfer of more than forty-nine percent (A49%) employees of Tenantthe stock of the corporation; if Tenant is a partnership, the transfer of more than forty-nine percent (B49%) employees of Tenant’s affiliatesthe capital or profits interest in the partnership; and if Tenant is a trust, the transfer of more than forty-nine (49%) of the beneficial interest under the trust. However, if Tenant is a corporation with equity securities registered under Section 12 of the Securities Exchange Act of 1934, then a transfer of such securities shall not be deemed an assignment of this Lease for which Landlord's consent is required. Any of the foregoing acts without such prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (C) persons occupying in the case of a sublease, only insofar as such covenants relate to the portion of the Premises for subject to such sublease) as and when performance is due after the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver effective date of the necessity for consent to any subsequent assignment or sublease and that Landlord will have the terms of right to enforce such consent shall be binding on any person holding by, through covenants directly against such assignee or under Tenantsubtenant. At Landlord’s option, any Any purported assignment or sublease without Landlord’s prior consent, when such consent is required by an instrument containing the terms of this Lease, foregoing provisions shall be void ab initio (from void. Tenant shall in all cases remain liable for the beginning)performance by any assignee or subtenant of all such covenants.
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph Notwithstanding paragraph (a) unless:
above, without obtaining Landlord's prior written consent, Tenant shall have the right: (i) to sublease not more than fifty percent (50%) of the Premises to affiliates of Tenant provides (meaning entities in which Tenant owns 50% or more of the outstanding voting interests) provided that Tenant notifies Landlord in advance of such subletting and delivers to Landlord (Ax) the name names and address addresses of such affiliates, (y) the part of the proposed assignee or subtenant, Premises which they will occupy and (Bz) a written commitment of such affiliates to observe all of the terms and conditions of this Lease which pertain to such part; (including all consideration forii) the proposed assignment or sublease, to permit suppliers to Tenant to occupy no more than twenty percent (C20%) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee Premises upon satisfying the foregoing requirements as to such suppliers, and so long as the presence of such suppliers is permitted by the Permitted Uses; (iii) to assign this Lease, after notice to Landlord, to any entity which acquires all or subtenant substantially all of Tenant (assets or voting stock) so long as such entity agrees to assume and its businessperform all of the obligations of Tenant hereunder in a form reasonably acceptable to Landlord on or before the date of assignment; and (iv) to assign this Lease or to sublet 50% or more of the Premises to an affiliate of Tenant, business historyas defined above, activities and intended use of upon prior notice to Landlord; provided, that no right to assign or sublet to an affiliate hereunder -------- shall be used as a subterfuge to avoid Landlord's rights to consent to transfers or to recapture the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) Landlord's consent shall be required with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment all proposed assignments of this Lease or a sublease subletting of 50% or more of the Premises to a proposed assignee or subtenant under the foregoing portion affiliates of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
successors in interest after an aggregate of two (A2) the proposed assignee’s such assignments or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not sublettings have been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likemade.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Sources: Office Lease (Homestore Com Inc)
Prohibition. (a) Except as expressly otherwise provided in Paragraph 10.2this Article VI, Tenant shall not do any of the following without the prior consent of Landlordcovenants and agrees that whether voluntarily, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting without, in each case, the prior written consent of Landlord. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any part portion of Basic Rent, Escalation Charges or other charges due under this Lease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises; or
, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article VI. The provisions of this paragraph (iiia) permit the use and occupancy shall apply to a transfer (by one or more transfers) of a majority of the Premises stock or any part partnership interests or other evidences of the Premises by any persons other than (A) employees ownership of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any Tenant as if such transfer were an assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio except any such transfer occurring on a recognized public stock exchange, or any such transfer complying with the provisions of paragraph (from the beginning)b) below.
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph The provisions of paragraph (a) unlessshall not apply to either: (x) transactions with an entity into or with which Tenant is merged or consolidated, or to which substantially all of Tenant’s assets are transferred; or (y) transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant; provided that in either such event:
(i) the successor to Tenant’s interest under this Lease pursuant to clause (x) above has a net worth computed in accordance with generally accepted accounting principles consistently applied at least equal to the net worth of Tenant provides herein named on the date of this Lease, and proof reasonably satisfactory to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by such net worth shall have been delivered to Landlord with respect at least 10 days prior to the nature and character effective date of the proposed assignee or subtenant and its businessany such transaction (subject to any confidentiality requirements of applicable laws, business historyin which case such disclosure may be made within ten (10) days subsequent to such transaction), activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;and
(ii) any assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the nature, character and reputation obligations of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (Tenant hereunder including, without limitation, the Permitted Use) covenant against further assignment and Laws;subletting.
(iiic) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) Provided that Tenant is not then an occupant of the Building or in default of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for obligations under this Lease beyond applicable notice and cure periods, Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee assignment or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee sublease shall not be unreasonably withheld or subtenant within the Projectdelayed, and shall be given or withheld within twenty (20) days after receipt of all information required from Tenant is able to do so by such assignment or sublease;hereunder, provided and upon condition that:
(ivi) In Landlord’s reasonable judgment the proposed assignee or subtenant is not engaged in a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, business which approval may be withheld by Landlord if Landlord reasonably determines that is in keeping with the use to be made then standards of the Premises by such governmental entity would be undesirable (such as, for example purposes only, Building and without limiting Property and the generality of proposed use is limited to the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go)Permitted Use;
(vii) The proposed assignee or subtenant is a reputable person or entity with sufficient financial worth considering the responsibility involved, based on evidence provided by Tenant (and others) to Landlord, as determined by Landlord in its reasonable discretion;
(iii) Neither (A) the proposed assignment assignee or sublease will not violate sublessee nor (B) any enforceable exclusive use person or similar clause in another lease in the Project entity which, directly or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults indirectly, controls, is controlled by, and are not in litigation or is under common control with, the proposed assignee or subtenant sublessee or its affiliates;
(A) the proposed assignee’s any person or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) entity who controls the proposed assignee or subtenant has not been required by sublessee, is then an occupant of any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use part of the property in question; or Property, provided that Landlord then has comparable space to lease to such party;
(Civ) the The proposed assignee or subtenant sublessee is not subject a person or entity to an enforcement order issued by any governmental authority or from whom Landlord has sent or received a letter of intent or other written expression of interest in connection with the use, disposal prior ninety (90) day period for the lease of space at the Property comparable in terms of size and finish as the Premises (or storage of a Hazardous Material;
(viii) the use applicable portion of the Premises by to be sublet); and
(v) The proposed sublease or assignment shall be in form reasonably satisfactory to Landlord and shall comply with the proposed assignee applicable provisions of this Article 6.
(d) If Landlord shall refuse consent to a request to assign or subtenant will not violate Lawsublease, Landlord’s notice shall set forth the reasons for denying such consent. If Landlord shall fail to respond to Tenant within such twenty (20) day period, and will not violate Paragraph 7 or any other provision if such failure shall continue for an additional ten (10) days after an additional written notice from Tenant, which notice shall specifically reference this Section 6.1 and shall state, in bold, uppercase, prominent letters that failure to respond within such ten (10) day period shall be deemed approval by Landlord of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) such request, then Landlord shall be deemed to have approved the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likesublease.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Prohibition. (a) Except as expressly provided in Paragraph 10.2, a. Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant’s interest in this Lease, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, directly or indirectlywithout, voluntarily or involuntarilyin each instance, by operation having first received the express written consent of law or otherwise;
(ii) sublease Landlord which, in the Premises or any part of the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or case of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord subletting (directly or through a broker) with respect except to space another tenant in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaningbuildings owned by Landlord or its beneficiaries), at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord will not be unreasonably withheld. The foregoing restrictions shall not unreasonably withhold, condition or delay its consent be applicable to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made subletting of the Premises by such governmental entity would Tenant to a subsidiary wholly-owned by Tenant, a controlling corporation (which owns all of the outstanding stock of Tenant, or any other corporation, the stock in which is wholly-owned by the stockholders of Tenant. It shall be undesirable (such asa condition of the validity of any assignment, for example purposes onlywhether with the consent of Landlord or to a subsidiary or controlling corporation, that the assigned agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting. No assignment or subletting shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor.
b. If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and without limiting apply the generality net amount collected to the rent and other changes herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the foregoingassignee, use subtenant or occupant as a welfare tenant or other social services office for indigent individuals, as a court release of Tenant from the further performance by Tenant of its obligations hereunder. The consent by Landlord to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate subletting shall in no way be construed to relieve Tenant or any enforceable exclusive use successor from obtaining the express consent in writing of Landlord to any further assignment or similar clause in another lease in the Project subletting. No assignment or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, subletting and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the no use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged subsidiary wholly-owned by Tenant during the term or controlling corporation of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidentialaffect Permitted Uses.
Appears in 1 contract
Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following not, without the prior written consent of Landlord (which consent shall not be unreasonably withheld, conditioned or delayed), assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer this Lease or any interest herein, permit any assignment or other transfer of this Lease by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and Tenant’s Representatives (collectively, ‘Transfers” and any entity to whom any Transfer is made or sought to be made is sometimes referred to as a “Transferee”). No consent to any Transfer shall constitute a waiver of the provisions of this Section 14, and all subsequent Transfers may be made only with the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
, but which consent shall be subject to the provisions of this Section 14. Notwithstanding anything to the contrary contained in this Section 14, an assignment or sublease of all or a portion of the Premises to (i1) assignan entity which is controlled by, transfercontrols, mortgageor is under common control with, encumberTenant, pledge or hypothecate this Lease (2) a successor entity to Tenant (whether by merger, consolidation or other non- bankruptcy reorganization of Tenant), or (3) which acquires all or substantially all of Tenant’s interest stock or assets (“Affiliate”), shall not be deemed a Transfer under this Section 14, and shall accordingly not require Landlord’s consent or payment of any amount to Landlord, provided that (a) Tenant promptly notifies Landlord of any such assignment or sublease at least twenty (20) days prior to such assignment or sublease (unless applicable securities or other laws prohibit prior notice, in which event Tenant shall so notify Landlord within three (3) business days after the effective date of such transfer), (b) Tenant promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or the Affiliate, (c) the Affiliate agrees in writing to be bound by all of the terms and conditions of this Lease, (d) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (e) such Affiliate shall have a tangible net worth (not including goodwill as an asset) computed in whole or accordance with generally accepted accounting principles (the “Net Worth”) at least equal to the Net Worth on the date of this Lease of the original Tenant. “Control,” as used in partthis Section 14.1, shall mean the ownership, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
at least fifty-one percent (ii51%) sublease the Premises or any part of the Premises; or
(iii) permit the use and occupancy voting securities of, or possession of the Premises or any part right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the Premises voting interests in an entity. Notwithstanding anything to the contrary contained herein, in addition to the foregoing, Landlord’s consent shall not be required for Transfers involving (1) a public offering of stock by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A2) the name and address trading of the proposed assignee or subtenant, (B) the terms and conditions of shares listed on a recognized public stock exchange (including all consideration forNASDAQ) the proposed assignment , or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding a private placement with a venture capital firm or other equity investor where such investor receives stock in Tenant’s request for , provided that a transfer of fifty percent (50%) or more of the stock of Tenant in the aggregate by any person(s) or entity(ties) having an interest in ownership or control of Tenant at the Lease Date shall require Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for consent. Any right of Landlord to recapture the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating Premises pursuant to the Project); provided, however, that Landlord Section 14.5 below shall not unreasonably withholdapply to assignment, condition sublease or delay its consent transfer to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likeAffiliate.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Sources: Lease Agreement (Proofpoint Inc)
Prohibition. (a) Except as expressly provided Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in Paragraph 10.2any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant shall not do or any person acting on behalf of the following without Tenant, without, in each case, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, subject to the terms and conditions of Section 6.2 below (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof ACTIVE/91437610.6 be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6. A Transfer under this Article 6 shall also include a sale or other transfer (by one or more transfers) of any of the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.
(b) Notwithstanding the foregoing, Landlord’s consent shall not be required under Section 6.1(a), and Section 6.3, Section 6.4, and Section 6.5 shall not apply to any assignment of this Lease or sublease of all or any portion of the Premises to (x) an entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets or stock are transferred, or (y) transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant; provided and only on condition that in any such event:
(i) assignthe successor to Tenant has a net worth, transfercomputed in accordance with generally accepted accounting principles (“GAAP”) consistently applied, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in at least equal to the Tangible Net Worth of Tenant on the date of this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;,
(ii) sublease proof satisfactory to Landlord of the Premises Tangible Net Worth of both the transferee and Tenant shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction, or, if Tenant is prohibited by Law or any part restrictions in the agreement facilitating such transaction from disclosing such information prior to the effective date of any such transaction, within ten (10) days following the Premises; oreffective date of any such transaction,
(iii) permit the use transfer is for a valid business purpose of Tenant and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying is not a portion of the Premises subterfuge for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms provisions of this LeaseArticle 6, shall be void ab initio (from the beginning).and
(biv) Without limiting the other instances transferee agrees directly with Landlord, by written instrument in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides form satisfactory to Landlord (A) in its reasonable discretion, to be bound by all the name and address obligations of the proposed assignee or subtenantTenant hereunder, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) covenant against further assignment and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed subletting. Any assignment or sublease will not violate any enforceable exclusive use under this Section 6.1(b) is referred to herein as a "Permitted Transfer". Except in cases of statutory merger or similar clause in another lease in the Project consolidation or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use sale of substantially all of the Premises does not involve the generation, storage, use, treatment assets or disposal stock of Hazardous Material; Tenant (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action and in connection with Hazardous Material contaminating a property if which ACTIVE/91437610.6 sale Tenant is dissolved and provided the contamination resulted from purchaser becomes the named Tenant under this Lease by operation of law or by written assignment and assumption agreement in form reasonably acceptable to Landlord) in which case the surviving entity in the merger or consolidation or the purchaser of such assignee’s assets or subtenant’s actions or use of stock to which this Lease has been assigned shall be solely liable as the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of Tenant under this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent andcontinue to remain fully liable under this Lease, further, shall require any such assignee or subtenant, in writing, to keep on a joint and several basis with the amount of such rent confidentialPermitted Transferee.
Appears in 1 contract
Prohibition. Tengnt covenants and agrees that neither this Lose nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of low or otherwise, and that nejtlier tin Premises nor any part theret›f will be encumbered in any manner by reason of any act or omission on the part of Tenant, or usad or occupied ot petmitted to be used ot ozoapied, by anyone othet than Tenant, or for any use or purpose other than a Petmittpd Use, or be sublet (awhich term, without limitation, shall include granting of concessions, licenses and t{ie ljlte) Except as expressly provided in Paragraph 10.2whole or in patt, or be offered or advertised for assignment or subtetting by Tenant shall not do or any person aeting o» behalf of the following without Tenant, without, in each case, the prior written consent of LandlordLandloa d, which consent sonsent shall not be unreasonably withheld, conditioned delayed or delayed:
conditioned, Without limiting the foregoing, and agreement pursuant to which' (ix) assignTenant is relieved from the obligation to pay, transferor a third party agrees to pay on ▇▇▇▇▇▇'s behalf, mortgage, encumber, pledge all or hypothecate any portion of tJie Basic Rent or Additional Rent udder this Lease ; and/or (y) a third party undertakes or Is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation sublet ot anerapt to nblet all of law or otherwise;
(ii) sublease the Premises or any part of the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable shall for all purposes hereof be deemed to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to be an assignment of this Lease or a sublease and subject to the provisions of the Premises this Artjcle 6 . The provisions of this paragfaph shal | apply to a proposed assignee transfer (by Dne or subtenant under the foregoing more transfers) of a controlling portion of or inter 8 St in the stock or pattnerihip or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this subparagraph (iii) Lease ; provided that if neither Landlord nor equity interests in Tenant at any affiliate of Landlord is willing and able to accommodate time are or become traded on a public stock exchange, the space needs of such assignee or subtenant transfer af equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision meaning of this Lease;
(ix) Article . NotwitJistanding the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysisaboVe, Tenant shall not publicly advertise such rent and, further, shall require any such assignee have the right to assign or subtenant, in writing, sublet this Lease to keep the amount of such rent confidentialan entity wholly owned by Tenant ot its successor without Landlord's consent . 2.
Appears in 1 contract
Prohibition. (a) Except as expressly provided permitted in Paragraph 10.2this Article 6, Tenant shall not do any of the following without the prior consent of Landlord----------- covenants and agrees that whether voluntarily, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant's behalf, all or any part portion of Basic Rent, Escalation Charges or other charges due under this Lease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises; or
, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. Unless Tenant shall be a corporation whose stock is publicly traded on the New York or American Stock Exchange, or on the NASDAQ system or another nationally recognized securities exchange that is regulated by the Securities and Exchange Commission, the provisions of this paragraph (iiia) permit the use and occupancy shall apply to a transfer (by one or more transfers) of twenty percent (20%) or more of the Premises stock or any part partnership interests or other evidences of the Premises by any persons other than (A) employees ownership of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any Tenant as if such transfer were an assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph The provisions of paragraph (a) unlessshall not apply to either: transactions with an entity into or with which Tenant is merged or consolidated, or to which substantially all of Tenant's assets are transferred; or transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant; provided that in either such event:
(i) the successor to Tenant provides has a net worth computed in accordance with generally accepted accounting principles consistently applied at least equal to Landlord the greater of (A1) the name and address net worth of the proposed assignee Tenant immediately prior to such merger, consolidation or subtenanttransfer, or (B2) the terms and conditions net worth of (including all consideration for) Tenant herein named on the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character date of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;this Lease,
(ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least 10 days prior to the natureeffective date of any such transaction, character and reputation and
(iii) the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (Tenant hereunder including, without limitation, the Permitted Use) covenant against further assignment and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likesubletting.
(c) If Any consent by Landlord to a particular subletting or occupancy shall not in any way diminish the rent prohibition stated in paragraph (a) of this Section 6.1 or the continuing liability of the original named Tenant. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. No such assignment, subletting, or occupancy shall affect or be contrary to Permitted Uses. Any consent by Landlord to a particular assignment, subletting or occupancy shall be revocable, and any assignment, subletting or occupancy shall be void ab initio, if the same shall fail to require that such assignee, subtenant or occupant agree therein to be charged independently bound by and upon all of the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidentialbe kept and performed.
Appears in 1 contract
Sources: Lease (Lycos Inc)
Prohibition. (a) Except as expressly provided in Paragraph 10.2Notwithstanding, any other provisions of this Lease, the Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned assign or delayed:
(i) assign, otherwise transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation this Lease or any interest herein or sublet (which term, without limitation, shall include granting of law concessions, licenses and the like) or otherwise;
(ii) sublease allow any other person to occupy the Premises whole or any part of the Premises, without, in each instance, the prior written consent of the Landlord. Notwithstanding the foregoing, provided the Tenant is not in default hereunder beyond applicable grace periods, no prior approval of the Landlord shall be required for the subletting or assignment of all or a portion of the Premises to any corporation or other entity which is a parent, affiliate (including any entity into which the Tenant may be merged) or wholly-owned subsidiary of the Tenant or the acquirer of more than 50% of the capital stock of the Tenant or 50 % of the value of the assets of the Tenant (a "Related Party"), except that no subletting or assignment to a Related Party shall be made unless the Tenant shall have provided to the Landlord such information as the Landlord shall reasonably require such as, but not limited to, satisfactory evidence as to the relationship, as parent, affiliate or subsidiary of the proposed subtenant or assignee, and evidence as to its legal existence and corporate (or other) authority to enter into the sublease or assignment. Should the Tenant propose to sublet the Premises or any portion thereof to a non-Related Party, the Tenant shall give the Landlord notice of its intention to sublet at least sixty (60) days prior to the proposed commencement date of the sublease term, to which notice is attached a copy of the proposed sublease and all agreements collateral thereto, and upon such notification, the parties shall have the following rights.
(a) In the event the Landlord receives notice of Tenant's intention to sublet, the Landlord shall have the right to recapture the space included in the proposed sublease upon notice thereof to the Tenant given within thirty (30) days of the Landlord's receipt of the Tenant's notice of intention to sublet. If such recapture notice is given, it shall serve to terminate this Lease with respect to that portion of the Premises included in the proposed sublease as of the commencement date of the proposed sublease or if the proposed sublease includes all of the Premises it shall serve to terminate this Lease as of such date. If this Lease is terminated with respect to a part of the Premises as provided in this Section 6.1(a), the provisions in this Lease relating to Rent, Rentable Area, Tenant's Parking Spaces and the Tenant's Proportionate Share shall be adjusted on the basis of the proportion of Rentable Area retained by the Tenant to the Rentable Area leased to the Tenant immediately preceding the termination and Exhibits A and A-1 shall be appropriately modified, and this Lease as so amended shall continue thereafter in full force.
(b) If the Landlord has not elected to recapture, as provided above, and the Tenant is not then in default under this Lease beyond applicable grace periods, the Landlord shall not unreasonably withhold or delay its consent to allow the Tenant to sublet the Premises or any portion thereof provided (i) the proposed subtenant is a reputable party of reasonable financial worth considering the responsibilities involved and the Tenant shall have provided the Landlord with reasonable proof thereof and the nature, character and quality of the proposed subtenant's business operations is suitable to the Landlord and not inconsistent with covenants contained in other leases in the Building; or
(ii) the Premises will be used, under the proposed sublease, in a manner consistent with the use of the Premises under this Lease; and (iii) permit the use and occupancy Tenant endeavors in good faith to market the Premises available for subleasing for a reasonable period of time, at a rental rate not less than the then prevailing fair market rent for comparable space as reasonably determined by the Landlord; however, if the Tenant is unable to sublet the Premises available for subleasing at the fair market rate, the Tenant shall thereafter be free to market such space at less than fair market rates.
(c) Any advertising or news releases relating to a proposed subletting shall require Landlord's prior approval, which shall not unreasonably be withheld. In the event of any subletting, assignment or other transfer of the Premises whole or any part of the Premises where the rent reserved (`Sublease Rent") and other payments provided for in the sublease or assignment exceed the rent reserved and other payments provided hereunder or pro rata portion of such rent and other payments, as the case may be, the Tenant shall pay to the Landlord on each Rent payment date, as additional rent, the excess of (a) the monthly installment of Sublease Rent and other payments provided for in the sublease or assignment over (b) that reserved in this Lease for the applicable space, less (c) so much of the Tenant's reasonable costs for brokerage commissions, legal fees, tenant improvements, and any other direct costs incurred by the Tenant due and payable in connection with the subletting, assignment or other transfer of the whole or any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion part of the Premises for as would be amortized each month over the purpose term of transacting business with Tenant. Consent to any such subletting, assignment or other transfer. The term Sublease Rent as used in the preceding sentence shall mean the total rent reserved under such sublease shall or assignment. In any case, assignment, other transfer or subletting, whether or not operate as a waiver the consent of the necessity Landlord is required, the Tenant originally named herein shall remain fully liable for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding byTenant obligations hereunder, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) obligation to pay the rent and Laws;
(iii) other amounts provided under this Lease, and the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect Tenant also hereby agrees to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating pay as additional rent to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld within fifteen (15) days of billing therefor, all legal and other fees incurred by the Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating reviewing and approving any such assignment, other transfer or subletting. It shall be a property if the contamination resulted from such assignee’s or subtenant’s actions or use condition of the property in question; validity of any permitted assignment or (C) other transfer or subletting hereunder that the proposed assignee or transferee or subtenant is not subject to an enforcement order issued by any governmental authority in connection agree directly with the useLandlord, disposal or storage of a Hazardous Material;
(viii) in form satisfactory to the use of Landlord, to be bound by all Tenant obligations hereunder, including, without limitation, the Premises by obligation to pay rent and other amounts provided for under this Lease and the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the covenant against further assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment other transfer or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likesubletting.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Sources: Lease (Matrixone Inc)
Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer this Lease (collectively, "assignment"), in whole or in part whether voluntarily or involuntarily or by operation of law, nor sublet or permit occupancy by any person other than tenant of all or any portion of the following Premises without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, conditioned unless the proposed sublessee or delayed:
assignee shall (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all the Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-free completion of such improvements. If Tenants seeks to sublet or assign all or any portion of the Premises, Tenants shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) assign, transfer, mortgage, encumber, pledge the name of the proposed assignee or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
sublessee; (ii) such information as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require; and (iii) the aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or assign all or any portion of the premises, Landlord shall deliver to Tenant a copy of Landlord's standard form of sublease of assignment agreement (as applicable), which instrument shall be utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of one hundred dollars ($100) plus Tenant shall reimburse Landlord for actual legal and other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases or partial assignment is greater than fifty percent (50%) of the period remaining in the Term of this Lease as of the time of the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to the proposed sublease or assignment space, or, if the proposed sublease or assignment space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the Premises; or
proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions, and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting shall affect the continuing primary liability of Tenant (iii) permit which, following assignment, shall be joint and several with the use assignee), and occupancy Tenant shall not be released from performing any of the Premises or any part terms, covenants and conditions of the Premises this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by any persons other than (A) employees of Tenant, (B) employees a permitted sublessee or a permitted assignee in accordance with the provisions of Tenant’s affiliatesthis Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or (C) persons occupying omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any proposed assignee or sublessee nor shall such actions or omissions be deemed to be a portion of the Premises substitute for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for requirement that Tenant obtain Landlord's prior written consent to any subsequent assignment such subletting or sublease assignment, and any such actions or omissions by the terms personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such consent rights be inferred therefrom. For purposes hereof, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant (whether pursuant to one or more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be binding on any person holding bydeemed to be an assignment within the meaning of this Section 15 and shall be subject to all the provisions hereof. Any and all options, through or under Tenant. At Landlord’s optionfirst rights of refusal, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of tenant improvement allowances and other similar rights granted to Tenant in this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consentif any, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and be assignable by Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved expressly authorized in writing by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Prohibition. a. Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (awhich term, without limitation, shall include granting of concessions, licenses and the like) Except as expressly provided in Paragraph 10.2whole or in part, Tenant shall not do any of without, in each instance, having first received the following without the prior express written consent of LandlordLandlord which, which consent shall in the case of any subletting (except to another tenant in the Building or other buildings owned by Landlord or its beneficiaries), will not be unreasonably withheld, conditioned or delayed:
(i) assign. In all other cases, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest Landlord's consent may be withheld in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease the Premises or any part of the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenantits sole discretion. Consent to any assignment or sublease The foregoing restrictions shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent applicable to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made subletting of the Premises by Tenant to (i) a subsidiary wholly owned by Tenant, (ii) a controlling corporation (which owns a majority of the outstanding stock of Tenant), (iii) or any other corporation, the stock in which is wholly owned by the stockholders of Tenant or (iv) to any entity resulting from a sale, buy-out, merger or consolidation with Tenant (each of the entities described in the foregoing clauses (i)-(iv) being referred to herein as an "Affiliate") provided that Tenant shall prior to the effective date of such governmental entity would assignment provide to Landlord evidence reasonably satisfactory to Landlord that, as of the date of such assignment, the assignee shall have a net worth equal to or greater than that of Tenant as of the date of execution of this Lease. It shall be undesirable (such asa condition of the validity of any assignment, for example purposes onlywhether with the consent of Landlord or to an Affiliate, that the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the provisions restricting assignment and subletting set forth in this Article VI. No assignment or subletting shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor.
b. If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time following a default by Tenant hereunder beyond applicable notice and grace periods, collect rent and other charges from the assignee, subtenant or occupant, and without limiting apply the generality net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the foregoingassignee, use subtenant or occupant as a welfare tenant or other social services office for indigent individuals, as a court release of Tenant from the further performance by Tenant of its obligations hereunder. The consent by Landlord to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate subletting shall in no way be construed to relieve Tenant or any enforceable exclusive use successor from obtaining the express consent in writing of Landlord to any further assignment or similar clause subletting except as may otherwise be provided in another lease in the Project this Article VI. No assignment or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, subletting and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated no use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services including without limitation by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, furtherAffiliate, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidentialaffect Permitted Uses.
Appears in 1 contract
Prohibition. a. Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (awhich term, without limitation, shall include granting of concessions, licenses and the like) Except as expressly provided in Paragraph 10.2whole or in part, Tenant shall not do any of without, in each instance, having first received the following without the prior express written consent of LandlordLandlord which, which consent shall in the case of any subletting (except to another tenant in the Building or other buildings owned by Landlord or its beneficiaries), will not be unreasonably withheld, conditioned or delayed:
. In all other cases, Landlord's consent may be withheld in its sole discretion. The foregoing restrictions shall not be applicable to (i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease the Premises or any part of the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made subletting of the Premises by Tenant to an entity controlling, controlled by or under common control with Tenant or (ii) an assignment of this Lease to an entity that succeeds to Tenant's interest in this Lease by reason of merger, acquisition, consolidation or reorganization (collectively such governmental entity would be undesirable (such entities are referred to herein as, for example purposes only"Affiliates"), or an assignment of this Lease to an entity acquiring all or substantially all of Tenant's assets, provided that Tenant shall prior to the effective date of such assignment or subletting to an entity described in the foregoing clause (ii) provide to Landlord evidence reasonably satisfactory to Landlord that, as of the date of such assignment or subletting, the assignee shall have a net worth equal to or greater than that of Tenant. It shall be a condition of the validity of any assignment, whether with the consent of Landlord or to an Affiliate, that the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting. No assignment or subletting shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor.
b. If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and without limiting apply the generality net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the foregoingassignee, use subtenant or occupant as a welfare tenant or other social services office for indigent individuals, as a court release of Tenant from the further performance by Tenant of its obligations hereunder. The consent by Landlord to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate subletting shall in no way be construed to relieve Tenant or any enforceable exclusive use successor from obtaining the express consent in writing of Landlord to any further assignment or similar clause in another lease in the Project subletting. No assignment or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, subletting and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the no use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged subsidiary wholly-owned by Tenant during the term or controlling corporation of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidentialaffect Permitted Uses.
Appears in 1 contract
Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or Tenant’s interest in this Leasetherein, in whole will be assigned, mortgaged, pledged, encumbered or in partotherwise transferred, directly or indirectlywhether voluntarily, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease , and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any part person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises; or
, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6. A Transfer under this Article 6 shall also include a sale or other transfer (iiiby one or more transfers) permit the use and occupancy of any of the Premises following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any part other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the Premises by any persons other than (A) employees assets of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any as if such transfer were an assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be void ab initio (from the beginning)deemed a Transfer under this Article 6.
(b) Without limiting Notwithstanding the other instances foregoing, Landlord’s consent shall not be required under Section 6.1(a) and Section 6.4 and Section 6.5 shall not apply to either (x) transactions with an entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets are transferred, or (y) transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant; provided and only on condition that in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unlessany such event:
(i) the successor to Tenant provides has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to Landlord the greater of (Aa) the name and address Tangible Net Worth of the proposed assignee Tenant immediately prior to such merger, consolidation or subtenanttransfer, or (Bb) the terms and conditions Tangible Net Worth of (including all consideration for) Tenant herein named on the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character date of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;this Lease,
(ii) the nature, character and reputation proof satisfactory to Landlord of the proposed assignee or subtenant Tangible Net Worth of both the transferee and Tenant shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction,
(iii) the transfer is for a valid business purpose of Tenant and is not a subterfuge for the provisions of this Article 6, and
(iv) the transferee agrees directly with Landlord, by written instrument in form satisfactory to Landlord in its businessreasonable discretion, activities and intended use to be bound by all the obligations of the Premises are suitable to and in keeping with the standards of the BuildingTenant hereunder, and in compliance with this Lease (including, without limitation, the Permitted Use) covenant against further assignment and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likesubletting.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Sources: Lease Agreement (Arsanis, Inc.)
Prohibition. (a1) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or Tenant’s interest in this Leasetherein, in whole will be mortgaged, pledged or in partencumbered, directly or indirectlywhether voluntarily, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease . In addition, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises or nor any part thereof will be encumbered in any manner by reason of any act or omission on the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than the Permitted Use, or be sublet (Bwhich term shall include, without limitation, granting of concessions, licenses and the like) employees in whole or in part, without, in each case, the prior written consent of Landlord (all of the foregoing actions described in this sentence are hereinafter sometimes referred to collectively as ”Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (a) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s affiliatesbehalf, all or (C) persons occupying a any portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment Base Rent or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or Additional Rent under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
; and/or (b) Without limiting a third party undertakes or is granted by or on behalf of Tenant the other instances in which it may be reasonable for Landlord right to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee assign this Lease or subtenant, (B) the terms and conditions of (including sublet all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use portion of the Premises, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of Section 17. A Transfer under Section 17 shall also include a sale or other transfer (Dby one or more transfers) a copy of any of the proposed following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or sublease;become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Section.
(ii2) Notwithstanding the natureforegoing, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted UseLandlord's consent shall not be required under Section 17.1(1) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate Section 17.4 and Section 17.5 shall not apply) to either (a) transactions with an entity into or with which Tenant is merged or consolidated, or to which all or substantially all of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent assets or stock (or other indicia of ownership) are transferred, or (a) transactions with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing any entity which controls or property information relating to the Project)is controlled by Tenant or is under common control with Tenant; provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent (i) the successor to an assignment Tenant has a Tangible Net Worth (as hereinafter defined) at least equal to the Tangible Net Worth of Tenant on the date of this Lease or a sublease Lease, (ii) proof satisfactory to Landlord of the Premises Tangible Net Worth of both the Transferee and Tenant shall have been delivered to a proposed assignee Landlord at least ten (10) days prior to the effective date of any such transaction (or subtenant under if such prior notice is prohibited by applicable Laws, Tenant provides such notice within ten (10) days after the foregoing portion effective date of this subparagraph such transaction), (iii) if neither Landlord nor any affiliate the Transfer is for a valid business purpose of Landlord Tenant and is willing and able to accommodate not a subterfuge for the space needs provisions of such assignee or subtenant within the ProjectSection 17, and Tenant is able to do so by such assignment or sublease;
(iv) Tenant and Transferee execute an agreement in form and substance satisfactory to Landlord in its reasonable discretion, which agreement shall require Transferee to be bound by all the proposed assignee or subtenant obligations of Tenant hereunder, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is not a governmental entity listed, owned or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be broughtcontrolled by, or acting for or on behalf of, any person or entity on the OFAC List (as an office to which uniformed or armed individuals may come hereinafter defined). As used herein, “Tangible Net Worth” shall mean total assets minus intangible assets (including goodwill, patents, trademarks and go);
(vcopyrights) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause and total liabilities, all as calculated in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection accordance with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likegenerally accepted accounting principles consistently applied.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Sources: Office Lease Agreement (Tufin Software Technologies Ltd.)
Prohibition. (a) Except as expressly provided in Paragraph 10.2this Section 6.1, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest herein or Tenant’s interest in this Leasetherein, in whole will be assigned (collaterally, conditionally or in partotherwise), directly mortgaged, pledged, encumbered or indirectlyotherwise transferred, voluntarily or whether voluntarily, involuntarily, by operation of law or otherwise;
(ii) sublease , and that neither the Premises or nor any part thereof will be encumbered in any manner by reason of any act or omission on the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (Bwhich term, without limitation, shall include granting of concessions, licenses and the like) employees in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant’s affiliates, without, in each case, the prior written consent of Landlord. Without limiting the foregoing, any agreement: (x) which purports to relieve Tenant from the obligation to pay, or (C) persons occupying pursuant to which a third party agrees to pay on Tenant's behalf, all or any portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment Basic Rent or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or Additional Rent under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio ; and/or (from y) pursuant to which a third party undertakes or is granted by or on behalf of Tenant the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord right to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides assign or attempt to Landlord (A) the name and address of the proposed assignee assign this Lease or subtenant, (B) the terms and conditions of (including sublet or attempt to sublet all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use portion of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable shall for all purposes hereof be deemed to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to be an assignment of this Lease or a sublease of and subject to the Premises to a proposed assignee or subtenant under the foregoing portion provisions of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.ARTICLE
Appears in 1 contract
Prohibition. (a) Except as expressly provided in Paragraph 10.2Notwithstanding any other provision of this Lease, Tenant shall not do not, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, this Lease or any interest herein or sublet (which term without limitation, shall include granting of concessions, licenses, and the like) or allow any other person or entity to occupy the whole or any part of the Premises, without, in each instance, having complied with all of the applicable terms and conditions of this Article VIII. Any assignment, mortgage, pledge, transfer of this Lease or subletting of the whole or any part of the Premises by Tenant without compliance by Tenant with all of the applicable terms and conditions of this Article VIII shall be invalid, void and of no force or effect. Except for so long as Tenant’s stock is publicly traded (including, without limitation, the initial and follow-on offerings of Tenant’s stock) on a nationally recognized stock exchange and except as expressly permitted pursuant to Section 8.7 hereof, this prohibition includes any direct or indirect change in “control” of Tenant as a result of any assignment, subletting, or other transfer which would occur by operation of law, merger, consolidation, reorganization, acquisition, transfer, or other change of Tenant’s corporate, ownership, and/or proprietary structure, including, without limitation, a change in the partners of any partnership, a change in the members and/or managers of any limited liability company, and/or the sale, pledge, or other transfer of any of the following without issued or outstanding capital stock of any corporate Tenant. For purposes hereof, “control” shall be deemed to be ownership of more than fifty percent (50%) of the prior stock or other voting interest of the controlled corporation or other business entity. Notwithstanding anything contained herein to the contrary, no change of control shall permit Landlord to exercise any right of recapture or profit-sharing under this Article VIII (so long as such change of control is for a legitimate independent business purpose and not solely for the purpose of transferring this Lease), and, to the extent that any such change of control is subject to the consent of LandlordLandlord under this Article VIII, which then such consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease the Premises or any part of the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning)conditioned.
(b) Without limiting In the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address case of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed any assignment or subleasesubletting, (C) any information reasonably required by Landlord with respect to the nature and character Tenant originally named herein shall remain fully liable for all obligations of the proposed assignee or subtenant and its businessTenant hereunder, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) obligation to pay the Rent and Laws;
(iii) the proposed assignee or subtenant (other amounts provided under this Lease and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord liability shall not unreasonably withholdbe affected in any way by any future amendment, condition modification, or delay its consent to an assignment extension of this Lease or any further assignment, other transfer, or subleasing and Tenant hereby irrevocably consents to any and all such transactions. It shall be a sublease condition of the Premises validity of any permitted assignment that the assignee agree in the actual assignment document to a proposed assignee or subtenant under be bound by all obligations of Tenant hereunder from and after the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs date of such assignee assignment, including, without limitation, the obligation to pay all Rent and other amounts provided for under this Lease and the covenant against further assignment or subtenant within the Projectother transfer or subletting subject to, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation accordance with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, terms and will not violate Paragraph 7 or any other provision conditions of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likeArticle VIII.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Prohibition. (a) Except as expressly provided in Paragraph 10.2Tenant covenants and agrees that whether voluntarily, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;, except as expressly permitted by paragraphs (b) and (c) of this Section, neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or use or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or the subject (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting.
(b) Tenant shall be allowed to sublet during the Term of this Lease any portion of the Premises provided Landlord consents in writing in advance to such subletting. Landlord agrees not to withhold its consent to any subletting during the Term, provided that Tenant requests such consent in a writing which shall include the particular terms of the proposed sublet, and provided that (i) during the term of the sublet Tenant shall continue to occupy a portion of the Premises; (ii) sublease at the time of Tenant's request Tenant is not in default under this Lease; (iii) Landlord, in its reasonable discretion, determines that the reputation, business, proposed use of the Premises by, and financial responsibility of, the proposed sublessee is satisfactory to Landlord; (iv) such sublease shall be in writing and its form shall be subject to the reasonable approval of the Landlord; (v) such sublease shall be subject and subordinate to this Lease, any ground lease of the Land Parcel or Building or both, and any first mortgage of the Land Parcel or Building or both; (vi) anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any other person having an interest in the possession, use occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Premises which provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the premises leased, used, occupied, or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use occupancy or utilization of any part of the Premises; or
(iiivii) permit no right shall exist on the use and occupancy of the Premises or any part of the Premises by any persons other than sublessee to sublet further the sublet premises; (Aviii) employees such sublessee shall expressly assume all the obligations of this Lease on Tenant's part to be performed as to the sublet space; (ix) such consent, (B) employees of Tenant’s affiliatesif given, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver release Tenant of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease obligations (including, without limitation, its obligations to pay rent) under this Lease and ▇▇▇▇▇▇'s liability after any such subletting shall be as to the Permitted Usesubject space joint and several with the sublessee; and (x) Tenant shall reimburse Landlord promptly as additional rent for reasonable legal and Laws;
other expenses incurred by Landlord in connection with any request by Tenant for consent to any such sublet. A consent to one subletting to any person or entity shall not be deemed to be a consent to any subsequent subletting. In the event that Tenant shall during the Term desire to sublet all or any portion of the Premises such that after the commencement of such sublet Tenant or any Affiliate (as hereinafter defined) shall no longer be occupying any portion of the Premises, Tenant shall by advance notice to Landlord disclose all of the material terms of such proposed sublet and in such notice also offer the entire Premises back to Landlord, subject to any sublets previously in effect and approved by Landlord as provided in this paragraph (b). If Landlord elects to accept such offer, Landlord shall so notify Tenant within fifteen (15) days of the date of the aforesaid notice by ▇▇▇▇▇▇, and this Lease shall end on that date selected by Landlord which shall be not less than thirty (30) nor more than ninety (90) days after the date of said notice by Landlord to Tenant. On or prior to such termination date Tenant shall pay to Landlord the Basic Rent and all other charges accrued under this Lease through such termination date. In the event that Landlord does not exercise such election within the time period above provided for, Tenant shall be permitted to enter into the proposed sublease provided that Tenant is not then in default under this Lease and provided that the conditions set forth in clauses (iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likenext preceding paragraph are satisfied.
(c) If the rent to be charged by Tenant during the term Notwithstanding any contrary provision of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysisthis Article VI, Tenant shall not publicly advertise such rent andhave the right, furtherwithout prior notice to Landlord and without Landlord's consent or approval, shall require to assign this Lease or sublet any portion of the Premises to any corporation, partnership or other business organization controlling, controlled by, or under common control with, Tenant, or in connection with the merger or consolidation of Tenant or the sale of all or substantially all of Tenant's assets (any such assignee or sublessee being an "Affiliate"); provided that (i) after the consummation of any such assignment or Sublease, the Affiliate agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting except as expressly permitted hereunder, and (ii) no such transfer shall relieve Tenant or in the event of a transfer of partnership interests, any of the transferring partners from its or their obligations hereunder and Tenant shall remain fully and primarily liable to Landlord therefor.
(d) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant or an Affiliate, Landlord may, at any time after a Default of Tenant, collect rent and other charges from the assignee, subtenant, in writingor occupant, and apply the net amount collected to keep the amount rent and other charges due under this Lease, but no such assignment, subletting, occupancy or collection shall be deemed the acceptance of such rent confidentialthe assignee, subtenant or occupant as a tenant or a release of the original named ▇▇▇▇▇▇ from the further performance by the original named Tenant hereunder. No assignment or subletting, or occupancy shall affect Permitted Uses. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and ▇▇▇▇▇▇ shall remain fully and primarily liable therefor.
Appears in 1 contract
Sources: Lease Agreement (Mangosoft Inc)
Prohibition. (a) Except as expressly provided in Paragraph 10.2this Section 7.1, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate ------------ covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest herein or Tenant’s interest in this Leasetherein, in whole will be assigned (collaterally, conditionally or in partotherwise), directly mortgaged, pledged, encumbered or indirectlyotherwise transferred, voluntarily or whether voluntarily, involuntarily, by operation of law or otherwise;
(ii) sublease , and that neither the Premises or Premises, nor any part thereof, will be encumbered in any manner by reason of any act or negligence on the Premises; or
part of Tenant, or used or occupied, or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than the Permitted Use, or be sublet (iii) permit the which term, without limitation, shall include granting of concessions, licenses, use and occupancy of agreements and the Premises like) in whole or in part, or be offered or advertised for assignment or sublease by Tenant or any part of the Premises by any persons other than (A) employees person acting on behalf of Tenant, without in each case, the prior written consent of Landlord. Without limiting the foregoing, any agreement: (Bx) employees of Tenant’s affiliateswhich purports to relieve Tenant from the obligation to pay, or (C) persons occupying pursuant to which a third party agrees to pay on Tenant's behalf, all or any portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or Rent under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio ; and/or (from y) pursuant to which a third party undertakes or is granted by or on behalf of Tenant the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord right to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides assign or attempt to Landlord (A) the name and address of the proposed assignee assign this Lease or subtenant, (B) the terms and conditions of (including to sublet or attempt to sublet all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use portion of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable shall for all purposes hereof be deemed to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to be an assignment of this Lease or a sublease of and subject to the Premises to a proposed assignee or subtenant under the foregoing portion provisions of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.ARTICLE
Appears in 1 contract
Prohibition. (a) Except as expressly provided in Paragraph 10.2Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, Tenant shall nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, including (but not do any limited to) by means of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, a leasehold mortgage, encumber, deed of trust pledge or hypothecate this Lease or Tenant’s interest in this Leasesimilar security device, in whole or in partwhether voluntarily, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease , and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any part person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as "Transfers" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee"). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant's behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises; or
, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6. A Transfer under this Article 6 shall also include a sale or other transfer (iiiby one or more transfers) permit the use and occupancy of any of the Premises following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any part other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the Premises by any persons other than (A) employees assets of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any as if such transfer were an assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be void ab initio (from the beginning)deemed a Transfer under this Article 6.
(b) Without limiting Notwithstanding the foregoing, Landlord's consent shall not be required under Section 6.l(a) and Section 6.4 shall not apply to either (x) transactions with an entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant's assets are transferred, or (y) transactions with an entity that acquires, directly or indirectly, the voting stock, partnership interests, membership or other instances equity interests in Tenant which it may be reasonable for Landlord to withhold its consentresults in a change of control of Tenant; or (z) transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant (a "Tenant Affiliate," and collectively with clauses (x) and (y), Landlord may withhold its consent under subparagraph (a) unless"Permitted Transferees," and each, a "Permitted Transferee"); provided and only on condition that in any such event:
(i) With respect to any transfer under clauses (x) or (y) above, the entity directly liable under this Lease as Tenant provides has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the Tangible Net Worth of Tenant immediately prior to such merger, consolidation or transfer, and proof satisfactory to Landlord (A) the name and address of the proposed assignee or subtenant, Tangible Net Worth of both the transferee and Tenant shall have been delivered to Landlord at least ten (B10) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect days prior to the nature and character effective date of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;any such transaction,
(ii) With respect to any transfer under clauses (x) or (y) above, if the naturetransferee is a subsidiary of a private equity, character venture capital or similar buyout fund (a "Financial Buyer"), then the direct holding company of such subsidiary shall deliver to Landlord a guaranty in the same form and reputation substance as the guaranty pursuant to which it guarantees the payment and performance of the proposed assignee or subtenant and its business, activities and intended use obligations of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with Tenant under this Lease ("New Guaranty") and (y) if the transferee is not a Financial Buyer, then the ultimate parent company of the Asset Transferee shall deliver a New Guaranty
(iii) the transfer is for a valid business purpose of Tenant and is not a subterfuge for the provisions of this Article 6, and
(iv) the transferee agrees directly with Landlord, by written instrument in form satisfactory to Landlord in its reasonable discretion, to be bound by all the obligations of Tenant hereunder, including, without limitation, the Permitted Use) covenant against further assignment and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt subletting except in compliance with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likeArticle 6.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Prohibition. For the reasons set forth in Section 11.1, ▇▇▇▇ agrees for itself and for the Company that prior to Final Completion of the Project Improvements:
(a) Except as expressly provided The Company may, upon written notice to CDA, assign its interest in Paragraph 10.2, Tenant shall not do any of the following Sublease and/or the Premises to an Affiliate without the prior written approval of CDA; upon written notice to CDA, but without the written consent of LandlordCDA, which consent YIDA shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate have the right at any time to assign this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease and the Premises or Company to assign the Sublease and any part of the Premises; or
(iii) permit the use and occupancy all subleases of the Premises or any part of and the Premises by to any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises Leasehold Mortgagee as collateral security for the purpose obligations of transacting business with Tenant. Consent to any assignment YIDA or sublease shall not operate as the Company under a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning)Leasehold Mortgage.
(b) Without limiting Neither this Lease nor the other instances Company’s interest in which it the Sublease and the Premises, nor any part thereof, may be reasonable sold, transferred or assigned to anyone, including an Affiliate, if the consideration payable by the transferee or assignee or on its behalf shall exceed the aggregate amount of all expenditures actually made by the Company for Landlord or in connection with the Premises and Project Improvements prior to withhold such transfer or assignment, it being the purpose and intention of this subsection 11.2.1 that the Company shall not make any profit through such sale, transfer or assignment prior to Final Completion of the Project Improvements, except as may be otherwise provided in subsection 11.2.2 hereof.
(c) YIDA and the Company will not make (and heretofore has not made) any total or partial assignment, pledge, encumbrance or other disposition or any trust or power, or transfer in any other mode or form of this Lease or the Sublease in its consententirety, Landlord may withhold its consent under subparagraph or rights therein, or any contract or agreement to do any of the same, except to an Affiliate of YIDA or the Company.
(ad) unless:The restrictions in this subsection 11.2.1 shall also apply to any sale, transfer, assignment, pledge, or other disposition or the making of any trust or power in a single transaction or in the aggregate, of
(i) Tenant provides to Landlord more than fifty (A50%) the name and address percent of the proposed assignee aggregate ownership or subtenantmembers' interest in the Company, or more than fifty (B50%) percent of the terms and conditions capital stock of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect successor to the nature and character of Company (permitted or approved hereunder) that is a corporation, or more than a fifty (50%) percent ownership interest in any successor to the proposed assignee Company (permitted or subtenant and its businessapproved hereunder) that is a general partnership, business historyor more than a fifty (50%) percent ownership interest in the general partner (or, activities and intended use of considered in the Premisesaggregate, and the general partners, if more than one) in any successor to the Company (Dpermitted or approved hereunder) that is a copy of the proposed assignment or sublease;limited partnership; or
(ii) the nature, character and reputation more than fifty (50%) percent of the proposed assignee ownership or subtenant and its businessmember’s interest of either ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇ in the Company, activities and intended use unless he remains as a Manager of the Premises are suitable to and in keeping with the standards of the BuildingCompany, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of prohibition set forth above in this subparagraph (iiid) if neither Landlord nor shall not apply to any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Projectsales, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereoftransfers, unless otherwise approved by Landlordassignments, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare pledges or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
dispositions (A) to or between the proposed assignee’s or subtenant’s anticipated use members of the Premises does Company, so long as the interest in the Company owned by ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇, is not involve reduced, in the generationaggregate, storage, use, treatment below fifty-one percent (51%); or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property stock of any publicly held company or of any Financing Entity to the extent any such entity becomes, in questioncompliance with the provisions of this Article XI, part of the Company; or (C) to a Financing Entity provided, that the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use interest of the Premises by Financing Entity shall not exceed fifty (50%) percent of the proposed assignee aggregate ownership or subtenant will not violate Lawmembers' interest in the Company, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent andprovided, further, in the event of such a transfer to a Financing Entity, that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇, shall require any such assignee continue to be the Manager(s) of the Company (or subtenantshall continue to be the managing general partner(s) of a permitted general partnership successor to the Company, or shall continue to be the only general partner(s) of a permitted limited partnership successor to the Company, or shall continue to be the owner(s), in writingthe aggregate, of at least fifty-one (51%) of the voting shares of any permitted corporate successor to keep the amount Company), or (D) of such rent confidentialany limited partner interests in any permitted limited partnership successor to the Company.
Appears in 1 contract
Sources: Development Lease Agreement
Prohibition. (a) Except as expressly provided Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in Paragraph 10.2any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant shall not do or any person acting on behalf of the following without Tenant, without, in each case, the prior written consent of Landlord, Landlord which consent shall not be unreasonably withheld, conditioned or delayed:
. Without limiting the foregoing, any agreement pursuant to which: (ix) assignTenant is relieved from the obligation to pay, transferor a third party agrees to pay on Tenant's behalf, mortgage, encumber, pledge all or hypothecate any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or Tenant’s interest in this Lease, in whole sublet or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease the Premises attempt to sublet all or any part of the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable shall for all purposes hereof be deemed to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to be an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage provisions of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.this
Appears in 1 contract
Sources: Lease (Compbenefits Corp)
Prohibition. (a) Except as expressly provided Notwithstanding any other provision of this Lease, and other than in Paragraph 10.2the case of a Permitted Transfer, Tenant shall not do not, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, this Lease or any interest herein or sublet (which term without limitation, shall include granting of concessions, licenses, and the like) or allow any other person or entity to occupy the whole or any part of the following without Premises, without, in each instance, having first received the prior express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
. Without limitation, it shall not be unreasonable for Landlord to withhold such approval from any assignment or subletting where, in Landlord’s reasonable opinion: (i) assign, transfer, mortgage, encumber, pledge the proposed sublessee or hypothecate this Lease assignee is a current tenant or Tenant’s interest a prospective tenant (meaning such tenant has been shown space or has been presented with or has made an offer to lease space within the last three months) of the Building at any time that Landlord has space in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
the Building to offer such Tenant comparable to the Premises; (ii) sublease the Premises or any part of the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons sublessee or assignee (even though a Permitted Use) violates any use restriction granted by Landlord in any other than lease or would otherwise cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party of which Tenant has received prior notice; (Aiii) employees of Tenant, (B) employees of Tenant’s affiliates, Landlord has sued or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required been sued by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances proposed assignee or subtenant or has otherwise been involved in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of a legal dispute with the proposed assignee or subtenant, ; (B) the terms and conditions of (including all consideration foriv) the proposed assignment assignee’s or subleasesubtenant’s business will impose a burden on the Property’s parking facilities, elevators, common areas, facilities, or utilities that is materially greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (Cv) Tenant is in default of any information reasonably required by Landlord with respect to of its obligations under the nature Lease beyond applicable notice and character cure periods at the time of the proposed request; (vi) the assignee or subtenant and its business, is involved in a business history, activities and intended use of which conflicts with the Premises, and Permitted Use hereunder; (D) a copy of the proposed assignment or sublease;
(iivii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended intends to use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iiias an executive suite; or ( viii) the proposed assignee or subtenant (and is a governmental or quasi-governmental entity or an agency, department or instrumentality of a governmental or quasi-governmental agency that does not presently occupy any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); providedBuilding. In no event, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of Tenant assign this Lease or a sublease sublet the whole or any part of the Premises to a proposed assignee or subtenant under sublessee which at the foregoing portion time of this subparagraph (iii) if neither Landlord nor any affiliate the request is judicially declared bankrupt or insolvent according to law, or with respect to which at the time of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such request an assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be has been made of property for the Premises by such governmental entity would be undesirable (such asbenefit of creditors, for example purposes only, and without limiting or with respect to which at the generality time of the foregoingrequest a receiver, use as a welfare or other social services office for indigent individualsguardian, as a court to which handcuffed defendants may be broughtconservator, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use trustee in involuntary bankruptcy or similar clause in another lease in the Project officer has been appointed to take charge of all or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) any substantial part of the proposed assignee’s or subtenantsublessee’s anticipated use property by a court of competent jurisdiction, or with respect to which at the time of the request a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if at the time of the request a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. Any assignment of this Lease or subletting of the whole or any part of the Premises does not involve (other than Permitted Transfers as set forth below) by Tenant without Landlord’s express consent shall be invalid, void and of no force or effect. This prohibition includes, without limitation, any assignment, subletting, or other transfer that would occur by operation of law, merger, consolidation, reorganization, acquisition, transfer, or other change of Tenant’s corporate or proprietary structure, subject, however to the generationprovisions set forth in the last paragraph of this Section 7.1. Any request for consent under this Section 7.1 shall set forth, storagein detail reasonably satisfactory to Landlord, use, treatment or disposal the identification of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Lawsublessee, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) material terms on which the proposed assignment or sublease will not result subletting is to be made, including, without limitation, the rent to be paid in a number of occupants on a floor that exceeds respect thereto and such request shall be treated as Tenant’s representation in respect to the design capacity information submitted therewith (“Tenant’s Offer Notice”), and Landlord shall, within twenty (20) days after receipt of the Building systems;
Tenant’s Offer Notice, either (xia) reasonably consent or deny its consent to such assignment or subletting, or (b) if Section 7.4 hereof is applicable, exercise its recapture right. In the event that Landlord fails to supply Tenant with an answer in writing within such twenty (20) day period, such proposed assignment or sublease will shall be deemed approved by Landlord, and Landlord shall have waived its recapture right in Section 7.4. In any case where Landlord shall consent to any assignment or subletting, Tenant originally named herein shall remain fully liable for Tenant obligations hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease and such liability shall not trigger incremental ADA be affected in any way by any future amendment, modification, or extension of this Lease or any further assignment, other transfer, or subleasing and Tenant hereby irrevocably consents to any and all such transactions; provided, however, if this Lease be modified after any such assignment so as to increase Tenant’s obligations, then the originally named Tenant, unless it consented to such modification, shall be liable only for the obligations under this Lease as same existed prior to such modifications. Tenant agrees to pay to Landlord, within thirty (30) days of billing therefor, all reasonable legal requirements in the Common Areas or and other out-of-pocket expenses incurred by Landlord in connection with any request to assign or sublet, excluding Permitted Transfers, not to exceed $2,000.00 in the Premisesaggregate per assignment or sublet. It shall be a condition of the validity of any permitted assignment that the assignee agree, or result in a materially greater burden commercially reasonable form satisfactory to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboybound by all Tenant obligations hereunder, Hustler including, without limitation, the obligation to pay all Rent and Penthouse magazines other amounts provided for under this Lease and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any covenant against further assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment other transfer or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidentialsubletting.
Appears in 1 contract
Prohibition. (a) Except as expressly provided in Paragraph 10.2Tenant covenants and agrees that whether voluntarily, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or ----------- involuntarily, by operation of law or otherwise;
(ii) sublease otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting, without in each and every instance obtaining the prior written consent of Landlord (which consent Landlord may grant or withhold in its sole discretion). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant's behalf, all or any part portion of Basic Rent, Escalation Charges or other charges due under this Lease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises; or
, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article VI. The provisions of this paragraph (iiia) permit the use and occupancy shall apply to a transfer (by one or more transfers) of a majority of the Premises stock or any part partnership interests or other evidences of the Premises by any persons other than (A) employees ownership of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any Tenant as if such transfer were an assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph The provisions of paragraph (a) unlessshall not apply to either: transactions with an entity into or with which Tenant is merged or consolidated, or to which substantially all of Tenant's assets are transferred; or transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant; provided that in either such event:
(i) the successor to Tenant provides has a net worth computed in accordance with generally accepted accounting principles consistently applied at least equal to Landlord the greater of (A1) the name and address net worth of the proposed assignee Tenant immediately prior to such merger, consolidation or subtenanttransfer, or (B2) the terms and conditions net worth of (including all consideration for) Tenant herein named on the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character date of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;this Lease,
(ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least 10 days prior to the natureeffective date of any such transaction, character and reputation and
(iii) the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (Tenant hereunder including, without limitation, the Permitted Use) covenant against further assignment and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likesubletting.
(c) If If, in violation of this Article 6, this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Lease shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further performance of covenants on the part of Tenant to be charged performed hereunder. Any consent by Tenant during Landlord to a particular subletting or occupancy shall not in any way diminish the term prohibition stated in paragraph (a) of any this Section 6.1 or the continuing liability of the original named Tenant. No assignment or sublease is less than the rent being quoted subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. No such assignment, subletting, or occupancy shall affect or be contrary to Permitted Uses. Any consent by Landlord at to a particular assignment, subletting or occupancy shall be revocable, and any assignment, subletting or occupancy shall be void ab initio, if the time same shall fail to require that such assignee, subtenant or occupant agree therein to be independently bound by and upon all of such assignment or sublease for comparable space the covenants, agreements, terms, provisions and conditions set forth in this Lease on the Building for a comparable term, calculated using a present-value analysis, part of Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidentialbe kept and performed.
Appears in 1 contract
Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or Tenant’s interest in this Leasetherein, in whole will be assigned, mortgaged, pledged, encumbered or in partotherwise transferred, directly or indirectlywhether voluntarily, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease , and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any part person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises; or
, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6. A Transfer under this Article 6 shall also include a sale or other transfer (iiiby one or more transfers) permit the use and occupancy of any of the Premises following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any part other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the Premises by any persons other than (A) employees assets of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any as if such transfer were an assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be void ab initio (from the beginning)deemed a Transfer under this Article 6.
(b) Without limiting Notwithstanding the other instances foregoing, Landlord’s consent shall not be required under Section 6.1(a) and Section 6.4 and Section 6.5 shall not apply to either (x) transactions with an entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets are transferred, or (y) transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant (such entities, collectively referred to as “Permitted Transferees” and such Transfers “Permitted Transfers”); provided and only on condition that in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unlessany such event:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to any merger, consolidation or transfer, the nature and character successor to Tenant has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the Tangible Net Worth of the proposed assignee Tenant immediately prior to such merger, consolidation or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;transfer,
(ii) the nature, character and reputation proof satisfactory to Landlord of the proposed assignee or subtenant Tangible Net Worth of both the transferee and Tenant shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction,
(iii) the transfer is for a valid business purpose of Tenant and is not a subterfuge for the provisions of this Article 6, and
(iv) the transferee agrees directly with Landlord, by written instrument in form satisfactory to Landlord in its businessreasonable discretion, activities and intended use to be bound by all the obligations of the Premises are suitable to and in keeping with the standards of the BuildingTenant hereunder, and in compliance with this Lease (including, without limitation, the Permitted Use) covenant against further assignment and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likesubletting.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Sources: Lease Agreement (Howard Bancorp Inc)
Prohibition. (a1) Except as expressly provided in Paragraph 10.2herein, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or Tenant’s interest in this Leasetherein, in whole will be mortgaged, pledged or in partencumbered, directly or indirectlywhether voluntarily, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease . In addition, except as expressly provided herein, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises or nor any part thereof will be encumbered in any manner by reason of any act or omission on the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than the Permitted Use, or be sublet (Bwhich term shall include, without limitation, granting of concessions, licenses and the like) employees in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant’s affiliates, without, in each case, the prior written consent of Landlord (all of the foregoing actions described in this sentence are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (a) Tenant is relieved from the obligation to pay, or (C) persons occupying a third party agrees to pay on Tenant’s behalf, all or any portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment Base Rent or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or Additional Rent under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
; and/or (b) Without limiting a third party undertakes or is granted by or on behalf of Tenant the other instances in which it may be reasonable for Landlord right to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides assign or attempt to Landlord (A) the name and address of the proposed assignee assign this Lease or subtenant, (B) the terms and conditions of (including sublet or attempt to sublet all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use portion of the Premises, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of Section 17. A Transfer under Section 17 shall also include a sale or other transfer (Dby one or more transfers) a copy of any of the proposed assignment following: the voting stock, partnership interests, membership or sublease;
other equity interests in Tenant (iior any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) the nature, character and reputation which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the proposed assignee assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or subtenant and its business, activities and intended use become traded on a national securities exchange (as defined in the Securities Exchange Act of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation1934), the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate transfer of such assignee or subtenant) is equity interests in Tenant on a national securities exchange shall not then be deemed an occupant of the Building or of any other building assignment within the Project or a person who actively dealt with Landlord or any affiliate meaning of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project)this Section; provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or sublease;buyout of stock shall be deemed a Transfer under Section 17.
(iv2) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of Notwithstanding the foregoing, use as a welfare Landlord’s consent shall not be required under Section 17.1(1) (and Section 17.4 and Section 17.5 shall not apply) to either (a) transactions with an entity into or other social services office for indigent individualswith which Tenant is merged or consolidated, as a court or to which handcuffed defendants may be broughtall or substantially all of Tenant’s assets are transferred, or as an office to (b) transactions with any entity which uniformed controls or armed individuals may come and go);
is controlled by Tenant or is under common control with Tenant; provided, however, that (vi) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in successor to Tenant has a Tangible Net Worth (as hereinafter defined) at least equal to the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use greater of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment Tangible Net Worth of Tenant immediately prior to such merger, consolidation or sublease will not result in a number transfer, or (y) the Tangible Net Worth of occupants Tenant on a floor that exceeds the design capacity date of this Lease, (ii) (proof reasonably satisfactory to Landlord of the Building systems;
Tangible Net Worth of both the Transferee and Tenant shall have been delivered to Landlord within ten (xi10) days of the effective date of any such transaction, (iii) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in Transfer is for a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant valid business purpose of Tenant and is not a controversial entity such as a terrorist organizationsubterfuge for the provisions of Section 17, is not and (iv) Tenant and Transferee execute an entity traditionally thought or perceived agreement in form and substance satisfactory to Landlord in its reasonable discretion, which agreement shall require Transferee to be sexist such as Playboybound by all the obligations of Tenant hereunder, Hustler including the covenant against further assignment and Penthouse magazines and subletting without Landlord’s prior consent in accordance with the likeprovisions of this Section 17, and include Transferee’s representation and warranty that it is not an organization traditionally perceived to be racist such in compliance with the OFAC (as the Ku Klux Klanhereinafter defined) provisions set forth in Section 41. As used herein, American Nazi Party “Tangible Net Worth” shall mean total assets minus intangible assets (including goodwill, patents, trademarks and the likecopyrights) and total liabilities, all as calculated in accordance with generally accepted accounting principles consistently applied.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Prohibition. (a) Except as expressly provided in Paragraph 10.2Neither Tenant nor its successors or assigns shall transfer, Tenant shall not do assign, mortgage or encumber this Lease, by operation of law or otherwise, or sublet or permit the Leased Premises, or any of the following part thereof, to be used by others, without the prior written consent of Landlord, Landlord which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfersubject to the terms hereof. If Tenant is a corporation, mortgageany transfer of any of Tenant's issued and outstanding capital stock or any issuance of additional capital stock, encumberas a result of which the majority of the issued and outstanding capital stock of Tenant is held by a corporation, pledge firm, or hypothecate person or persons who do not hold a majority of the issued and outstanding capital stock of Tenant on the date hereof, shall be deemed an assignment under this Section 14; except, Landlord's consent shall not be required in connection with an assignment of this Lease or Tenant’s interest in this Lease, in whole sublet of all or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease the Premises or any part of the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Leased Premises for the purpose of transacting business with Tenant. Consent to any assignment subsidiary, affiliate or sublease shall not operate controlled corporation, or to any corporation into which Tenant may be converted or to with which it may merge, or to a purchaser of substantially all of Tenant's assets, or to any subsidiary or affiliated or parent company of Tenant, so long as a waiver such successor uses the premises only for uses permitted under this Lease [and so long as such successor possesses at least substantially equivalent net worth as of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms date of this Lease]. Notwithstanding the foregoing, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold lieu of its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably when required by Landlord hereunder in connection with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of all or part of the Leased Premises to a proposed assignee or subtenant under non-affiliated entity, EXCEPT FOR A SUBLEASE OF LESS THAN TWENTY PERCENT (20%) OF THE LEASED PREMISES FOR A TERM EQUAL TO OR LESS THAN FIVE (5) YEARS, Landlord shall have the foregoing portion right, exercisable within ten (10) days of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able Tenant's request, to accommodate recapture the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use Leased Premises to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be broughtassigned, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived portion to be sexist sublet from Tenant and, in such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysisevent, Tenant shall not publicly advertise such rent andbe released from liability proportionately. In the event of an approved subletting of all or a portion of the Leased Premises, furtherany profit, net of subletting expenses, shall require be shared equally by the parties, payable as received. Any attempted transfer, assignment, subletting, mortgaging or encumbering of this Lease in violation of the foregoing shall be void and confer no rights upon any such assignee third person. No permitted assignment or subtenant, in writing, to keep the amount subletting shall relieve Tenant of such rent confidential.any of its obligations under this
Appears in 1 contract
Prohibition. (a) Except as expressly provided in Paragraph 10.2Common Shares. Until the earlier of (x) the date that is the three (3) year anniversary of the date of the Merger or (y) immediately prior to the consummation of a Qualified IPO, Tenant each Rollover Shareholder and Other Shareholder shall hold its Shares (including any Shares issued upon the exercise of the Company Options) and shall not do Transfer or in any way alienate any of such Shares, or any right or interest therein, other than Transfers (i) to the following without Company or the General Atlantic Shareholder; (ii) of such Shares to a Tag-Along Purchaser pursuant to Section 8.10; (iii) of Drag-Along Shares to a Drag-Along Purchaser pursuant to Section 8.12; (iv) of such Shares to a Permitted Transferee of such Shareholder; or (v) with the prior written consent of Landlordthe General Atlantic Shareholder in its sole discretion (each of clauses (i)-(v) and “Exempt Transfer”). For the avoidance of doubt, which consent the General Atlantic Shareholder and its transferees shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease the Premises or any part of the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent subject to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding restrictions on any person holding by, through or Transfer under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginningSection 8.1(a).
(b) Without limiting Any attempted Transfer of Shares by any Shareholder, other than in strict accordance with this ARTICLE VIII, shall be null and void ab initio and the purported transferee shall have no rights as a Shareholder or Assignee hereunder. No Shareholder shall avoid the provisions of this Agreement by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee, and any Transfer or attempted Transfer in violation of this covenant shall be null and void ab initio. If any Rollover Shareholder or Other Shareholder wishes to Transfer Shares (other instances in than Transfers to a Tag-Along Purchaser or Drag-Along Purchaser), such Shareholder shall give notice to the Company and the General Atlantic Shareholder of its intention to make such a Transfer not less than twenty (20) Business Days prior to effecting such Transfer, which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) notice shall state the name and address of each transferee to whom such Transfer is proposed, the relationship of such transferee to such Shareholder, the number of Shares proposed assignee or subtenant, (B) to be Transferred to such transferee and the price and other material terms and conditions of (including all consideration for) the proposed assignment Transfer. If a Rollover Shareholder or subleaseOther Shareholder is a natural person and resident of a community property jurisdiction as of the Effective Date, (C) becomes a resident of such jurisdiction at any information reasonably required time hereafter, marries while such Shareholder is a resident of such a state, or such Shareholder’s spouse resides or hereafter resides in a community property jurisdiction, then, at the request of the Board, such Shareholder shall cause his or her spouse to also execute and deliver this Agreement and thereby agree to be bound by Landlord with respect its terms to the nature and character extent of the proposed assignee her or subtenant and its businesshis community property or quasi-community property interest, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenantany, in writing, to keep the amount of such rent confidentialShareholder’s Shares.
Appears in 1 contract
Sources: Limited Liability Company Agreement (EngageSmart, LLC)
Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or Tenant’s interest in this Leasetherein, in whole will be assigned, mortgaged, pledged, encumbered or in partotherwise transferred, directly or indirectlywhether voluntarily, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease , and that neither the Premises or nor any part thereof will be encumbered in any manner by reason of any act or omission on the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of or used or occupied or permitted to be used or occupied, by anyone other than Tenant’s affiliates, or for any use or purpose other than a Permitted Use, or be sublet (Cwhich term, without limitation, shall include granting of concessions, licenses and the like) persons occupying in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant's behalf, all or any portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment Basic Rent or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or Additional Rent under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio ; and/or (from y) a third party undertakes or is granted by or on behalf of Tenant the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord right to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides assign or attempt to Landlord (A) the name and address of the proposed assignee assign this Lease or subtenant, (B) the terms and conditions of (including sublet or attempt to sublet all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use portion of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable shall for all purposes hereof be deemed to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to be an assignment of this Lease or a sublease of and subject to the Premises to a proposed assignee or subtenant under the foregoing portion provisions of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.Article
Appears in 1 contract
Sources: Lease Agreement (Repligen Corp)
Prohibition. (a) Except as expressly provided Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in Paragraph 10.2any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant shall not do or any person acting on behalf of the following without Tenant, without, in each case, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed:
. Without limiting the foregoing, any agreement pursuant to which: (ix) assignTenant is relieved from the obligation to pay, transferor a third party agrees to pay on Tenant's behalf, mortgage, encumber, pledge all or hypothecate any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or Tenant’s interest in this Lease, in whole sublet or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease the Premises attempt to sublet all or any part of the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;
(ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable shall for all purposes hereof be deemed to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to be an assignment of this Lease or a sublease of and subject to the Premises to a proposed assignee or subtenant under the foregoing portion provisions of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.Article
Appears in 1 contract
Sources: Lease (Telehublink Corp)
Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or Tenant’s interest in this Leasetherein, in whole will be assigned, mortgaged, pledged, encumbered or in partotherwise transferred, directly or indirectlywhether voluntarily, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease , and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any part person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises; or
, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (iiia) permit the use and occupancy shall apply to a transfer (by one or more transfers) of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a controlling portion of or interest in the Premises for the purpose stock or partnership or membership interests or other evidences of transacting business with Tenant. Consent to any equity interests of Tenant as if such transfer were an assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be void ab initio (from deemed an assignment within the beginning)meaning of this Article.
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph The provisions of paragraph (a) unlessshall not apply to either (x) transactions with an entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets are transferred, or (y) transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant; provided that in any such event:
(i) the successor to Tenant provides has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to Landlord the greater of (A1) the name and address net worth of the proposed assignee Tenant immediately prior to such merger, consolidation or subtenanttransfer, or (B2) the terms and conditions net worth of (including all consideration for) Tenant herein named on the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character date of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;this Lease,
(ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the natureeffective date of any such transaction, character and reputation and
(iii) the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord in its reasonable discretion, to be bound by all the obligations of the proposed assignee or subtenant and its businessTenant hereunder, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) covenant against further assignment and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likesubletting.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Sources: Lease Agreement (Ameresco, Inc.)
Prohibition. (a) Except as expressly otherwise provided in Paragraph 10.2this Article VI, Tenant shall not do any of the following without the prior consent of Landlordcovenants and agrees that whether voluntarily, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting without, in each case, the prior written consent of Landlord. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant's behalf, all or any part portion of Basic Rent, Escalation Charges or other charges due under this Lease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises; or
, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article VI. The provisions of this paragraph (iiia) permit the use and occupancy shall apply to a transfer (by one or more transfers) of a majority of the Premises stock or any part partnership interests or other evidences of the Premises by any persons other than (A) employees ownership of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any Tenant as if such transfer were an assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio except any such transfer occurring on a recognized public stock exchange, or any such transfer complying with the provisions of paragraph (from the beginning)b) below.
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph The provisions of paragraph (a) unlessshall not apply to either: (x) transactions with an entity into or with which Tenant is merged or consolidated, or to which substantially all of Tenant's assets are transferred; or (y) transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant; provided that in either such event:
(i) the successor to Tenant's interest under this Lease pursuant to clause (x) above has a net worth computed in accordance with generally accepted accounting principles consistently applied at least equal to the net worth of Tenant provides herein named on the date of this Lease, and proof reasonably satisfactory to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by such net worth shall have been delivered to Landlord with respect at least 10 days prior to the nature and character effective date of the proposed assignee or subtenant and its businessany such transaction (subject to any confidentiality requirements of applicable laws, business historyin which case such disclosure may be made within ten (10) days subsequent to such transaction), activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;and
(ii) any assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the nature, character and reputation obligations of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (Tenant hereunder including, without limitation, the Permitted Use) covenant against further assignment and Laws;subletting.
(iiic) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) Provided that Tenant is not then an occupant of the Building or in default of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of 's obligations under this Lease or a sublease of the Premises beyond applicable notice and cure periods, Landlord's consent to a proposed assignee assignment or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee sublease shall not be unreasonably withheld or subtenant within the Projectdelayed, and shall be given or withheld within twenty (20) days after receipt of all information required from Tenant is able to do so by such assignment or sublease;hereunder, provided and upon condition that:
(ivi) In Landlord's reasonable judgment the proposed assignee or subtenant is not engaged in a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, business which approval may be withheld by Landlord if Landlord reasonably determines that is in keeping with the use to be made then standards of the Premises by such governmental entity would be undesirable (such as, for example purposes only, Building and without limiting Property and the generality of proposed use is limited to the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go)Permitted Use;
(vii) The proposed assignee or subtenant is a reputable person or entity with sufficient financial worth considering the responsibility involved, based on evidence provided by Tenant (and others) to Landlord, as determined by Landlord in its reasonable discretion;
(iii) Neither (A) the proposed assignment assignee or sublease will not violate sublessee nor (B) any enforceable exclusive use person or similar clause in another lease in the Project entity which, directly or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults indirectly, controls, is controlled by, and are not in litigation or is under common control with, the proposed assignee or subtenant sublessee or its affiliates;
(A) the proposed assignee’s any person or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) entity who controls the proposed assignee or subtenant has not been required by sublessee, is then an occupant of any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use part of the property in question; or Property, provided that Landlord then has comparable space to lease to such party;
(Civ) the The proposed assignee or subtenant sublessee is not subject a person or entity to an enforcement order issued by any governmental authority or from whom Landlord has sent or received a letter of intent or other written expression of interest in connection with the use, disposal prior ninety (90) day period for the lease of space at the Property comparable in terms of size and finish as the Premises (or storage of a Hazardous Material;
(viii) the use applicable portion of the Premises by to be sublet); and
(v) The proposed sublease or assignment shall be in form reasonably satisfactory to Landlord and shall comply with the proposed assignee applicable provisions of this Article 6.
(d) If Landlord shall refuse consent to a request to assign or subtenant will not violate Lawsublease, Landlord's notice shall set forth the reasons for denying such consent. If Landlord shall fail to respond to Tenant within such twenty (20) day period, and will not violate Paragraph 7 or any other provision if such failure shall continue for an additional ten (10) days after an additional written notice from Tenant, which notice shall specifically reference this Section 6.1 and shall state, in bold, uppercase, prominent letters that failure to respond within such ten (10) day period shall be deemed approval by Landlord of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) such request, then Landlord shall be deemed to have approved the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likesublease.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Prohibition. (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest herein or Tenant’s interest in this Leasetherein, in whole will be assigned, mortgaged, pledged, encumbered or in partotherwise transferred, directly or indirectlywhether voluntarily, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease , and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than the Permitted Uses, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any part person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises; or
, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (iiia) permit the use and occupancy shall apply to a transfer (by one or more transfers) of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a controlling portion of or interest in the Premises for the purpose stock or partnership or membership interests or other evidences of transacting business with Tenant. Consent to any equity interests of Tenant as if such transfer were an assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be void ab initio (from deemed an assignment within the beginning)meaning of this Article.
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph The provisions of paragraph (a) unlessshall not apply to either (x) transactions with an entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets are transferred, or (y) transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant; provided that in any such event:
(i) the successor to Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenanthas a net worth, (B) the terms and conditions of (including all consideration for) the proposed assignment or subleasecomputed in accordance with generally accepted accounting principles consistently applied, (C) any information reasonably required by Landlord with respect at least equal to the nature and character net worth of the proposed assignee Tenant immediately prior to such merger, consolidation or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease;transfer,
(ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the natureeffective date of any such transaction, character and
(iii) the assignee agrees directly with Landlord, by written instrument in form and reputation content satisfactory to Landlord in its reasonable discretion, to be bound by all the obligations of the proposed assignee or subtenant and its businessTenant hereunder, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) covenant against further assignment and Laws;
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likesubletting.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.
Appears in 1 contract
Prohibition. (a) Except as expressly provided Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in Paragraph 10.2any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant shall not do or any person acting on behalf of the following without Tenant, without, in each case, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s interest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease the Premises or any part of the Premises; or
(iii) permit the use and occupancy of the Premises or any part of the Premises by any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent subject to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease, shall be void ab initio (from the beginning).
(b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless:
(i) Tenant provides to Landlord (A) the name and address of the proposed assignee or subtenant, (B) the terms and conditions of Section 6.2 below (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or subtenant and its businesssought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, business historyany agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, activities and intended use or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6. A Transfer under this Article 6 shall also include a sale or other transfer (Dby one or more transfers) a copy of any of the proposed assignment following: the voting stock, partnership interests, membership or sublease;
other equity interests in Tenant (iior any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) the nature, character and reputation which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the proposed assignee assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or subtenant and its business, activities and intended use become traded on a national securities exchange (as defined in the Securities Exchange Act of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation1934), the Permitted Use) and Laws;
(iii) the proposed assignee or subtenant (and any affiliate transfer of such assignee or subtenant) is equity interests in Tenant on a national securities exchange shall not then be deemed an occupant of the Building or of any other building assignment within the Project or a person who actively dealt with Landlord or any affiliate meaning of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project)this Article; provided, however, that Landlord if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.
(b) Notwithstanding the foregoing, Landlord’s consent shall not unreasonably withholdbe required under Section 6.1(a), condition or delay its consent and Section 6.3, Section 6.4, and Section 6.5 shall not apply to an any assignment of this Lease or a sublease of all or any portion of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go);
(v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
(x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like.
(c) If the rent to be charged by Tenant during the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall require any such assignee or subtenant, in writing, to keep the amount of such rent confidential.to
Appears in 1 contract
Prohibition. (a) Except as expressly provided otherwise set forth in Paragraph 10.2this Article VI, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) assign, transfer, mortgage, encumber, pledge or hypothecate covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or Tenant’s interest in this Leasetherein, in whole will be assigned, mortgaged, pledged, encumbered or in partotherwise transferred, directly or indirectlywhether voluntarily, voluntarily or involuntarily, by operation of law or otherwise;
(ii) sublease , and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any part person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises; or
, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6. A Transfer under this Article 6 shall also include a sale or other transfer (iiiby one or more transfers) permit the use and occupancy of any of the Premises following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any part other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the Premises by any persons other than (A) employees assets of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the purpose of transacting business with Tenant. Consent to any as if such transfer were an assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be void ab initio (from the beginning)deemed a Transfer under this Article 6.
(b) Without limiting Notwithstanding anything to the contrary contained in this Article 6, ▇▇▇▇▇▇▇▇’s consent shall not be required under Section 6.1(a), and Section 6.4 and Section 6.5 shall not apply to a sublease or license agreement by the originally-named Tenant, or any Flagship Entity successor to such originally-named Tenant or to another Flagship Entity, provided that Tenant shall give at least ten (10) days prior written notice of such sublease or license agreement to Landlord and such sublease shall be substantially in the form of sublease attached hereto as Exhibit H, and any license agreement shall be substantially in the form of license agreement attached hereto as Exhibit H-1. Tenant shall provide Landlord with a copy of each such sublease or license agreement upon execution and delivery thereof and prior to any use of the Premises by such Flagship Entity. Such sublease or license agreement shall otherwise be subject to all of the provisions of this Article 6. Tenant acknowledges and agrees that in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under any such subleases, and the Flagship Entity shall, at Landlord’s option, attorn to Landlord, but nevertheless Landlord shall not (A) be liable for any previous act or omission of Tenant under such sublease; (B) be subject to any defense or offset previously accrued in favor of the subtenant against Tenant; or (C) be bound by any previous modification of such sublease made without Landlord’s written consent or by any previous prepayment of more than one month’s rent.
(c) Notwithstanding anything to the contrary contained in this Article 6, ▇▇▇▇▇▇▇▇’s consent shall not be required under Section 6.1(a), and Section 6.4 and Section 6.5 shall not apply to an assignment of this Lease by the originally-named Tenant, or any Flagship Entity successor, to such originally-named Tenant or to another Flagship Entity; provided and only on condition that in any such event (i) such Flagship Entity successor has completed a Qualified Funding, as evidenced by financial statements and other instances information delivered to Landlord in form reasonably acceptable to Landlord, (ii) the transfer is for a valid business reason of such Flagship Entity and is not a subterfuge to avoid the Lease obligations; (iii) the Flagship Entity successor has the wherewithal to perform its obligations under the Lease as they come due; and (iv) proof satisfactory to Landlord of Qualified Funding shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction (unless Tenant is prohibited by applicable Law from providing prior notice, in which it may event such notice shall be reasonable for Landlord provided within ten (10) days after the effective date thereof).
(d) Notwithstanding anything to withhold its consentthe contrary contained in this Article 6, Landlord may withhold its ▇▇▇▇▇▇▇▇’s consent shall not be required under subparagraph (aSection 6.1(a) unlessand Section 6.4 and Section 6.5 shall not apply to either transactions with an entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets or Tenant’s ownership interests are transferred; provided and only on condition that in any such event:
(i) the transfer is for a valid business purpose of Tenant provides to Landlord (A) and is not a subterfuge for the name and address provisions of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or subleasethis Article 6;
(ii) the naturesuccessor entity shall have a Tangible Net Worth, character and reputation of as evidenced by either (1) publicly available annual report(s) or SEC or other public filings, or (2) audited financial statements (or unaudited if audited is unavailable) delivered to Landlord, at least equal to ▇▇▇▇▇▇'s Tangible Net Worth immediately prior to the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws;Transfer,
(iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of successor has the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect wherewithal to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay perform its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant obligations under the foregoing portion of this subparagraph (iii) if neither Landlord nor any affiliate of Landlord is willing and able to accommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease;Lease as they come due; and
(iv) the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be withheld by proof reasonably satisfactory to Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, Tangible Net Worth and without limiting the generality financial wherewithal of the foregoing, use as a welfare or other social services office for indigent individuals, as a court transferee shall have been delivered to which handcuffed defendants may be brought, or as an office Landlord at least ten (10) days prior to which uniformed or armed individuals may come and go);
the effective date of any such transaction (v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease;
(vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates;
(A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant unless Tenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material;
(viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease;
(ix) the assignment or sublease is not prohibited by Landlord’s lender;
applicable law from providing prior notice, in which event such notice shall be provided within ten (x10) days after the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems;
(xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and
(xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the likeeffective date thereof).
(ce) If It shall be a further condition of the rent foregoing assignments of the lease under Sections 6.1(b), 6.1(c), and Section 6.1(d) that prior to or simultaneously with such Transfers, such Flagship Entity or successor, as the case may be, and Tenant, execute and deliver to Landlord an agreement in form and substance reasonably acceptable to Landlord whereby (i) such Flagship Entity or successor, as the case may be, shall agree to be charged independently bound by Tenant during and upon all the term of any assignment or sublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space applicable covenants, agreements, terms, provisions and conditions set forth in the Building for a comparable termLease on the part of Tenant to be performed from and after the date of Transfer, calculated using a present-value analysisand (ii) such Flagship Entity or successor, Tenant shall not publicly advertise such rent and, furtheras the case may be, shall require any expressly agree that the provisions of the assignment and subleasing provision shall, notwithstanding such assignee or subtenantTransfer, continue to be binding upon it with respect to all future Transfers, and (iii) the original Tenant acknowledges to Landlord, in writingform and substance reasonably acceptable to Landlord, to keep that the amount of original Tenant remains liable for all such rent confidentialcovenants, agreements, terms, provisions and conditions set forth in the Lease, notwithstanding such Transfer.
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Sources: Lease (Generate Biomedicines, Inc.)